Transacciones trascendentes. Operaciones fuera de balance, disociación de la propiedad y problemas regulatorios, patrimoniales y de gobierno

The economic content of legal personality is crucial for our society; and carrying its logic one step further makes securitization/structured finance transactions possible. Nevertheless, far too often, as a result of their sheer complexity, the regulation of this type of transactions is left to very specific rules and contract provisions. This prevents us from realizing how familiar are the issues raised by them; and from fully taking advantage of the proper cross-fertilization between these new transactions and our “classic” legal structures. The present article tries to move forward in this direction, leaving out the mysticism surrounding structured finance and studying some of its “real” property, regulatory and “governance” problems in a more comfortable legal language. It thus tries to use the law to understand securitization better, but also to use securitization to move our law further.