Content

Asset Securitization is a new financing technique which come out from U.S.A in 1970s.In just 30 years, it developed very fast.The mortgage-backed securities market is become the second market in U.S.A.This article try to explain why asset securitization developed so fast.The first chapter of this study generally introduced asset securitization, include the definition of it and the general legal matters of it.

Then the second chapter is the important of this article.It analysis some theories about asset securitization, and emphases bankruptcy-remote theory.The bankruptcy-risk theory is the general theory and can explain most things.The chapter then introduced some legal matters of security in bankruptcy program.In the U.S.A., bankruptcy program hander creditor's right.This is the most important reason the people like asset securitization.

The third chapter analysis legal matters of asset transfer in risk-remote institution.The matter is of how to structure a true sale and recharacterization.The fourth chapter analysis how to structure a bankruptcy-risk SPV.The most important thing is substantive consolidation.The fifth chapter is about the shortages of asset securitization structure.

The sixth chapter introduced some negative influence of asset securitization.That is the social cost of asset securitization.This negative of asset securitzation is about asset securitization to unsecured creditor.Also asset securitization injures tort system.I then introduced a new theory to include this negative influence:the fiduciary duty of directors is expanded to creditors.

The seventh chapter is about the asset securitization in china. The china law in respective is too incertain.So there will many difficulties in asset securitization in china.

Key words: asset securitization, risk-remote, bankruptcy, security, SPV, fiduciary duty of director