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GLOSSARY
The process by which a counterparty will transfer assets, linked to the value of a derivative, to another counterparty in order to mitigate credit risk.
GLOSSARY
A security backed by the revenue from mortgages.
GLOSSARY
A type of structured asset-backed security, a CDO is a complex structured finance product that is backed by a pool of loans and other assets and sold to institutional investors, sometimes including pension schemes.
GLOSSARY
A security based on a pool of various types of underlying debt, such as corporate bonds, loans and tranches of securitizations (eg residential mortgage backed securities (RMBS) and commercial mortgage backed securities (CMBS)).
PRACTICE NOTES
What is a CDO? Core concepts Collateralised debt obligations (CDOs) are complex, high-value transactions involving numerous parties, extensive documentation and, usually, several jurisdictions. A CDO transaction involves an orphan shell company (known as a special purpose vehicle (SPV) established by the investment bank arranging the CDO transaction) issuing newly created structured finance instruments (being debt securities in the form of bonds or notes and referred to in this Practice Note as 'CDO securities') which are: • divided into several classes or tranches of varying size, credit rating and priority ranking (categorised as senior, mezzanine or subordinated), and • backed, that is funded by and secured over, a diverse portfolio of financial assets (typically consisting of commercial loans, corporate bonds and/or structured finance securities (including asset-backed securities, mortgage-backed securities and CDO securities issued by other SPVs)) acquired by the SPV For information on SPVs, see Practice Note: The insolvency remote SPV in structured finance. The newly issued CDO securities can be tailored to offer a risk/return profile which is correlated to the credit risk of selected parts of the
PRACTICE NOTES
This Practice Note explains collateralised debt obligations (CDOs) and the applicable UK regulatory framework. It covers (1) core concepts relevant to CDOs including special purpose vehicles (SPVs), securitisation, tranches and the creation of security over a portfolio of financial assets which may include asset-backed securities (ABS), mortgage-backed securities (MBS) and other issues of CDO securities, (2) the principal parties involved in a CDO transaction (arranger, portfolio manager, rating agencies, issuer and investors), (3) the main types of CDO structures (cash flow CDO, market value CDO and synthetic CDO), (4) the main types of portfolio management structures (dynamic and static), (5) the capital structure of SPVs used for CDO transactions, (6) the use of hedging in CDO structures and (7) key considerations and legal issues relevant to CDOs (bankruptcy remoteness, methods of transferring the underlying assets to the SPV, jurisdiction and tax issues, credit enhancement and overcollateralisation). What is a CDO? Core concepts Collateralised debt obligations (CDOs) are complex, high-value transactions involving numerous parties, extensive documentation and, usually, several jurisdictions. A CDO transaction involves an orphan shell company (known
GLOSSARY
The collection of debts by a receivables financier or an agent on its behalf directly from a debtor.
PRACTICE NOTES
This Practice Note deals with collecting societies, which may also be ‘licensing bodies’ and/or ‘Collective Management Organisations’ (CMOs). It also considers Independent Management Entities (IMEs). It covers collective licensing, the legal status of a collecting society, details of the collecting societies in the UK, the benefits of membership for copyright owners, disadvantages for right holders and users, benefits and disadvantages for licensees, legal controls on the conduct of collecting societies, regulation of collecting societies and the Collective Management of Copyright (EU Directive) Regulations 2016, SI 2016/221 also known as the Collective Rights Management Regulations or the CRM Regulations. Collecting societies offer right holders a way of collectively licensing and enforcing their IP rights in situations where it would be impractical for each right holder to individually license and police uses of their rights. While several collecting societies may operate in the same creative sector (such as music), generally there will be separate collecting societies for different groups of right holders. Generally, the role of a collecting society is to: • offer membership to holders of relevant
GLOSSARY
Collecting societies, also referred to as licensing bodies and collective management organisations (CMOs), offer rights holders a way of collectively licensing and enforcing their copyright in situations where it would be impractical for them to police use of their own works. Each collecting society operates in a different creative sector.
GLOSSARY
‘Collection agreement’ is an agreement between the producer and financiers of a film with a collection agent who is appointed to collect the proceeds of the exploitation of the film and distribute them to the financiers, the producer and other beneficiaries in accordance with the agreement. A collection agent is often appointed because they offer physical continuity in cases where the production company may not have individuals dedicated to running its day-to-day business. The collection agent is responsible for ensuring that distributors account for and pay the producer’s share of the distribution revenues.
PRACTICE NOTES
For information on the powers of the criminal courts to impose fines and other financial penalties following conviction, see Practice Note: Fines imposed following criminal conviction. Collection of fines The collection and enforcement of fines, as well as other financial orders such as prosecution costs, compensation and surcharges, is conducted by the magistrates’ courts regardless of whether the fine was imposed in the magistrates’ court or the Crown Court. Section 132 of the Sentencing Act 2020 (SA 2020) (also referred to as the Sentencing Code), Schedule 5 to the Courts Act 2003 (CoA 2003), Part 3 of the Magistrates’ Courts Act 1980 (MCA 1980) and the Criminal Procedure Rules 2025 (CrimPR 2025), SI 2025/909 make provisions for the payment and enforcement of fines and give fines officers powers of enforcement when fines are not paid. The magistrates’ court which sentenced the offender is responsible for the collection of the fine and financial orders made against them. Where a fine is imposed by the Crown Court, the fine order will specify which
PRACTICE NOTES
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