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Orphan Structure
Orphan structure or Orphan SPV or orphaning are terms used in structured finance closely associated with creating SPVs (" Special Purpose Vehicles") for securitisation transactions where the notional equity of the SPV is deliberately handed over to an unconnected 3rd party who themselves have no control over the SPV; thus the SPV becomes an "orphan" whose equity is controlled by no one. Description In an orphaned SPV, the equity is held by a 3rd party with no legal relationship to the two main parties engaging in the securitisation (the asset user(s), and the lender(s) financing the assets). While this 3rd party legally "owns" the equity of the SPV, the way in which their ownership is structured gives them no control over the SPV. The driver for orphaning is to enable the securitisation transaction to be held off-balance sheet. If the asset users, or the asset lenders, owned (or legally controlled) the SPV equity, then the SPV would be consolidated into their group accounts. ...
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Structured Finance
Structured finance is a sector of finance — specifically financial law — that manages Leverage (finance), leverage and Financial risk, risk. Strategies may involve legal and corporate restructuring, off balance sheet accounting, or the use of financial instruments. Securitization provides $15.6 trillion in financing and funded more than 50% of U.S. household debt last year. Through securitization and structured finance, more families, individuals, and businesses have access to essential credit, seamlessly and at a lower price. With more than 370 member institutions, the Structured Finance Association (SFA) is the leading trade association for the structured finance industry. SFA’s purpose is to help its members and public policymakers grow credit availability and the real economy in a responsible manner. ISDA conducted market surveys of its Primary Membership to provide a summary of the notional amount outstanding of interest rate, credit, and equity derivatives, until 20 ...
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Matheson (law Firm)
Matheson (previously Matheson Ormsby Prentice), is an Irish law firm partnership based in the IFSC in Dublin, which specialises in multinational tax schemes (e.g. for clients in Ireland such as Microsoft, Google and Abbot), and tax structuring of special purpose vehicles (e.g. Section 110 securitisation SPVs). Matheson is estimated to be Ireland's largest corporate law firm. Matheson state in the International Tax Review that their tax department is: "significantly the largest tax practice group amongst Irish law firms". History While Matheson's website traces their history back to 1825 and notes that their offices were burnt in the Irish Easter Rising of 1916, it wasn't until after the creation and initial development of Dublin's International Financial Services Centre (or IFSC) that Matheson emerged as a small but standalone law firm with 14 partners and over 50 solicitors (or lawyers) in 1991. In 1996, the firm moved to a dedicated office at 30 Herbert Street in ...
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Central Bank Of Ireland
The Central Bank of Ireland () is the national central bank for Ireland within the Eurosystem. It was the Irish central bank from 1943 to 1998, issuing the Irish pound. It is also the country's main financial regulatory authority, and since 2014 has been Ireland's national competent authority within European Banking Supervision. The Central Bank of Ireland was founded on 1 February 1943, succeeding the Currency Commission of Ireland, a currency board established in 1922. Since 1 January 1972, it has operated under the Central Bank Act 1971, which completed the transition from the strict post-independence currency peg to the pound sterling to a fully autonomous central bank. Its head office, the Central Bank of Ireland building, was located on Dame Street, Dublin from 1979 until 2017. Its offices at Iveagh Court and College Green also closed down at the same time. Since March 2017, its headquarters are located on North Wall Quay, where the public may exchange non-current ...
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Trinity College Dublin
Trinity College Dublin (), officially titled The College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, and legally incorporated as Trinity College, the University of Dublin (TCD), is the sole constituent college of the University of Dublin in the Republic of Ireland. Founded by Queen Elizabeth I in 1592 through a royal charter, it is one of the extant seven "ancient university, ancient universities" of Great Britain and Ireland. Trinity contributed to Irish literature during the Georgian era, Georgian and Victorian era, Victorian eras, and areas of the natural sciences and medicine. Trinity was established to consolidate the rule of the Tudor dynasty, Tudor monarchy in Ireland, with Provost (education), Provost Adam Loftus (bishop), Adam Loftus christening it after Trinity College, Cambridge. Built on the site of the former Priory of All Hallows demolished by King Henry VIII, it was the Protestant university of the Protestant Ascendancy, Ascendancy ruling eli ...
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Loopholes
A loophole is an ambiguity or inadequacy in a system, such as a law or security, which can be used to circumvent or otherwise avoid the purpose, implied or explicitly stated, of the system. Originally, the word meant an arrowslit, a narrow vertical window in a wall through which an archer (or, later, gunman) could shoot. Loopholes were commonly used in U.S. forts built during the 1800s. Located in the sally port, a loophole was considered a last ditch defense, where guards could close off the inner and outer doors trapping enemy soldiers and using small arms fire through the slits. Legal loopholes are distinct from lacunae, although the two terms are often used interchangeably. In a loophole, a law addressing a certain issue exists, but can be legally circumvented due to a technical defect in the law, such as a situation where the details are under-specified. A lacuna, on the other hand, is a situation in which no law exists in the first place to address that particular issue. ...
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Post-2008 Irish Economic Downturn
The post-2008 Irish economic downturn in the Republic of Ireland, coincided with a Post-2008 Irish banking crisis, series of banking scandals, followed the 1990s and 2000s Celtic Tiger period of rapid real economic growth fuelled by foreign direct investment, a subsequent Irish property bubble, property bubble which rendered the real economy uncompetitive, and an expansion in bank lending in the early 2000s. An initial slowdown in economic growth during the 2008 financial crisis greatly intensified in late 2008 and the country fell into recession for the first time since the 1980s. Emigration, as well as unemployment (particularly in the construction sector), escalated to levels not seen since that decade. The Irish Stock Exchange (ISEQ) general index, which reached a peak of 10,000 points briefly in April 2007, fell to 1,987 points—a 14-year low—on 24 February 2009 (the last time it was under 2,000 being mid-1995). In September 2008, the Irish government—a Fianna Fáil–G ...
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Distressed Debt
In corporate finance, distressed securities are securities over companies or government entities that are experiencing financial or operational distress, default, or are under bankruptcy. As far as debt securities, this is called distressed debt. Purchasing or holding such distressed-debt creates significant risk due to the possibility that bankruptcy may render such securities worthless (zero recovery). The deliberate investment in distressed securities as a strategy, while potentially lucrative, has a significant level of risk as the securities may become worthless. To do so requires significant levels of resources and expertise to analyze each investment, the related going concern risk and assess its position in an issuer's capital structure along with the likelihood of ultimate recovery. Distressed securities tend to trade at substantial discounts to their intrinsic or par value and are therefore considered to be below investment grade. This usually limits the number of pot ...
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Purpose Trust
A purpose trust is a type of trust which has no beneficiaries, but instead exists for advancing some non- charitable purpose of some kind. In most jurisdictions, such trusts are not enforceable outside of certain limited and anomalous exceptions, but some countries have enacted legislation specifically to promote the use of non-charitable purpose trusts. Trusts for charitable purposes are also technically purpose trusts, but they are usually referred to simply as charitable trusts. People referring to purpose trusts are usually taken to be referring to non-charitable purpose trusts. Trusts which fail the test of charitable status usually fail as non-charitable purpose trusts, although there are certain historical exceptions to this, and some countries have modified the law in this regard by statute. The court will not usually validate non-charitable purpose trusts which fail by treating them as a power. In ''IRC v Broadway Cottages Trust'' 955Ch 20 the English Court of App ...
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Special Purpose Vehicle
A special-purpose entity (SPE), also called a special-purpose vehicle (SPV) or a financial vehicle corporation (FVC), is a legal entity (usually a limited company of some type or, sometimes, a limited partnership) created to fulfill narrow, specific or temporary objectives. SPEs are typically used by companies to isolate the firm from financial risk. A formal definition is "The Special Purpose Entity is a fenced organization having limited predefined purposes and a legal personality". Normally a company will transfer assets to the SPE for management or use the SPE to finance a large project thereby achieving a narrow set of goals without putting the entire firm at risk. SPEs are also commonly used in complex financings to separate different layers of equity infusion. Commonly created and registered in tax havens, SPEs allow tax avoidance strategies unavailable in the home district. Round-tripping is one such strategy. In addition, they are commonly used to own a single asset and ...
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Bankruptcy Remote
A bankruptcy remote company is a company within a corporate group whose bankruptcy has as little economic impact as possible on other entities within the group. A bankruptcy remote company is often a single-purpose entity, and frequently deployed in the context of mortgage securitizations. In practice, due to the concept of limited liability, most companies in developed legal systems will be ''de facto'' bankruptcy remote from other members of the group (except in limited circumstances where creditors are permitted to pierce the corporate veil). However, in financial structuring, references to bankruptcy remoteness usually imply additional steps being taken to protect group members from attendant liability, such as by using an orphan structure to remove the legal ownership of the bankruptcy remote vehicle from the group, whilst retaining the economic benefits of it. Such structures are used where the vehicle's activities may give liability to the group as a whole, for example ...
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