LUXEMBOURG PROTOCOL TO THE CONVENTION ON INTERNATIONAL INTERESTS IN MOBILE EQUIPMENT ON MATTERS SPECIFIC TO RAIL ROLLING STOCK
The Luxembourg Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Rail Rolling Stock (hereinafter referred to as the Rail Protocol), was adopted by a diplomatic Conference, held in Luxembourg, on 23 February, 2007.
The Rail Protocol provides a mechanism for recognising and registering international security interests in railway rolling stock to facilitate cross-border and domestic financing of such assets. The rail sector was chosen as one of the sectors to be covered by the Cape Town Convention on International Interests in Mobile Equipment (hereinafter referred to as the Convention) to facilitate risk management for international financiers in relation to assets which, by their nature, can cross borders. In addition, even in relation to rolling stock which does not cross borders, the Convention, together with the Rail Protocol, creates an additional security for lenders financing rolling stock. The Rail Protocol is aimed at being an international legal framework which provides security to private investors and encourages private investment in the railway sector.
For a more detailed overview of the Rail Protocol please see the following:
ULR 2012-4, pp. 609-632.
Howard Rosen / Martin Fleetwood / Benjamin von Bodungen The Luxembourg Rail Protocol – Extending Cape Town Benefits to the Rail Industry
Committees of Governmental Experts
In 1996, a drafting committee of governmental experts (hereinafter referred to as the Committee) was set up for the preparation of the Rail Protocol. Pursuant to the decision taken by the UNIDROIT Governing Council at its 79th session (Lisbon, 10 to 13 April 2000) and the fourth General Assembly of OTIF (Athens, 8 to 11 September 1997), it was decided that this Committee would be sponsored jointly by UNIDROIT and the Organisation for International Carriage by Rail (OTIF).
The first session of the Committee was attended by participants of 20 States, six observers and four International Organisations, and was held at the seat of OTIF in Berne on 15 and 16 March 2001. (UNIDROIT 2001 – Study LXXII H – Doc. 5) Prof. Karl F. Kreuzer (Germany) was elected as chairman of the session. The chairman of the Rail Working Group, Mr. Howard Rosen explained the economic background of the Convention and in particular the need to have a Rail Protocol.
The main working paper was the “Preliminary draft Protocol to the draft Convention on International Interests in Mobile Equipment on Matters specific to Railway Rolling Stock” (OTIF/JGR/2 – UNIDROIT 2000 Study LXXIIH – DOC. 4). This preliminary draft Rail Protocol had been discussed and established by the Rail Working Group.
During its session, the Committee proceeded to carry out a first reading of the preliminary draft Protocol. It was agreed that the task of implementing the amendments agreed during that reading should be carried out by a restricted Drafting Committee (Drafting Committee) composed of representatives of certain governments represented in Berne. This Drafting Committee met in Rome from 4 to 6 February 2002 and amended the text of the draft Protocol as per the discussions held at the first session and also made the changes in order to incorporate the necessary amendments following the adoption, on 16 November 2001, of the Convention in Cape Town and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment (Aircraft Protocol).
The second sessionof the Committee was held at the seat of UNIDROIT in Rome from 17-19 June 2002 (UNIDROIT 2002 – Study LXXII H – Doc. 7) and was attended by 45 delegates, representing 25 States and by four Organisations. Ms Inès M. Weinberg de Roca (Argentina) chaired the second session.
The revised text of the preliminary draft Rail Protocol (UNIDROIT 2002 – Study LXXII H – Doc. 6) was submitted to the Committee and some changes were suggested, which would be carried out by the Drafting Committee. The Drafting Committee met at the UNIDROIT headquarters from 23 to 25 October 2002 to implement the decisions taken during the second session. The UNIDROIT and OTIF Secretariats transmitted, to the member States of the two organisations and to interested international organisations, the text of the draft Rail Protocol as revised by the Drafting Committee in English and French (UNIDROIT 2002 – Study LXXII H – Doc. 8).
The third session of the Committee was held at Berne from 5-13 May 2003 (UNIDROIT 2003 – Study LXXII H – Doc. 13). Ms I. Weinberg De Roca (Argentina) was the chairperson of the Committee. The draft Rail Protocol, as revised by the Drafting Committee in English and French, was submitted to the Committee.
The third session was unusually long (the first and second sessions lasted only two and three days respectively) and enabled the special Rail Registry Task Force (established by the Committee at the first session) to meet several times and thus to achieve a compromise on the draft Rail Protocol’s registry provisions. For the first time, the Committee had sufficient time to consider the entirety of the provisions of the draft Protocol and the Drafting Committee was able to meet three times to finalise the text finally adopted by the Committee its third and last meeting ( UNIDROIT 2003 – Study LXXII H – Doc. 14).
Regional seminars
The Governing Council of UNIDROIT had noted with satisfaction that consensus had been established around the latest version of the draft Rail Protocol at the third session of the Committee and encouraged the organisation of regional seminars envisaged by the Secretariats of UNIDROIT and of OTIF. The regional seminars were to promote awareness of the future Rail Protocol and the benefits it could bring in states evidently in urgent need of private foreign investment in their railway infrastructures but which had not participated in the meetings of the Committee. Seminars in Eastern Europe, Latin America and Africa were envisaged.
In co-operation with the Government of Poland, a regional seminar for the states of Central and Eastern Europe was held in Warsaw on 15 and 16 April 2004 (UNIDROIT 2004 – Study LXXVII H – Doc. 15) at the headquarters of the Organisation for the Collaboration between Railways (OSJD). Representatives from around twenty States in the region as well as numerous interested business persons participated.
The second seminar, for countries in America, was held on 11 and 12 October 2004 (UNIDROIT 2004 – Study LXXVII H – Doc. 16 [in English/Spanish]) under the auspices of the Government of Mexico and the MexicanCenter of Uniform Law whose Director is M. Jorge Sánchez Cordero, a member of the Governing Council of UNIDROIT. The seminar was opened by the Mexican Minister of Foreign Affairs in the presence also of the Minister of Transport.
The third seminar, for countries in Africa, was held in Lomé (Togo) on 17 November 2006, organised jointly by AFRICARAIL and UNIDROIT: “The Cape Town Convention and its Rail Protocol – A new driving force for rail investments in Africa”. This seminar was designed for players in the field of rail investments in Africa and explained all the economic benefits States and investors can draw from the application of the future Railway Protocol.
Diplomatic Conference
The Government of Luxembourg decided to convene a diplomatic Conference to adopt the draft Rail Protocol. The Conference was held under the joint auspices of UNIDROIT and OTIF in Luxembourg from 12 to 23 February 2007 and the Rail Protocol was officially adopted on 23 February 2007.
For the Final Act of the Diplomatic Conference, please click here.
Special Rail Registry Task Force
At its first session, the Committee agreed to establish a special Rail Registry Task Force, the task of which would be to report back to the Committee on the following issues:
Mr F. Croccolo (Italy), later replaced by Mr H. Kjellin (Sweden), and Mr P. Bloch (United States of America) were appointed as co-Chairmen of the special Rail Registry Task Force which met for the first time in Rome from 20 to 22 March 2002, for the second time in Washington, D.C. on 19 and 20 March 2003, for the third time in Brussels from 21 to 23 September 2004 and for the fourth time in Rome from 22 to 24 February 2005.
The last meeting of the Special Rail Registry Task Force was preceded by the “Cape Town Registry Workshop” held on February 21 2005 in the course of which Mr Jeffrey Wool, Secretary to and General Counsel of the Aviation Working Group, introduced and explained the solutions provided by the Aircraft Protocol with respect to the registration system, thereby enabling participants to discuss the advisability of retaining some of them in the draft Rail Protocol.
In accordance with the provisions of the Rail Protocol, the Special Rail Registry Task Force discussed the establishment of the International Rail Registry (hereinafter referred to as the International Registry) and laid out the functions and fee structure of the International Registry.
The Preparatory Commission for the establishment of the International Rail Registry
For the work of the Preparatory Commission, please click here.
Rail Working Group
The Rail Working Group is a non-profit association based in Switzerland. It was established in 1996 as per the request of UNIDROIT and OTIF to represent the rail industry when adopting and implementing the matters relating the Rail Protocol. The Rail Working Group had an observer status both at the Cape Town Diplomatic Conference adopting the Convention and the Luxembourg Diplomatic Conference, which adopted the Rail Protocol and it was involved in the drafting phase of both instruments.
Today, the Rail Working Group has a growing worldwide membership of key rail stakeholders, including a number of rail and transport associations, and operates in numerous countries (Belgium, Denmark, France, Germany, India, Italy, Luxembourg, Malta, Mexico, North American countries, South Africa, South-East Asian countries, Spain, Switzerland and United Kingdom) with the contact groups in order to work closely with governments and industry stakeholders on their country’s ratification process for the Rail Protocol. The Rail Working Group also regularly attends and organizes conferences, seminars on rail sector and issues newsletters, articles, etc. on the topics regarding the Rail Protocol.
For more details on the Rail Working Group, please click here.
Professor Iacopo Donati is the UNIDROIT/Bank of Italy Chair Holder and is mainly responsible for assisting in the Bank Insolvency project. He is Professor of Corporate and Insolvency Law at the University of Siena, and coordinates the research project ‘Pro.Re.Ba.’ (Proportionating rules on bank crisis prevention and management to the case of retail banks), which has received funding from the Italian Ministry of University. He has previously taught corporate law at the University of Venice ‘Ca’ Foscari’, at the University of Florence and at the University of Rome ‘Tor Vergata’.
Professor Donati is the author of several publications on corporate law, restructuring, insolvency law, and bank crisis management. On the same topics, he has been invited as a speaker to various international and national conferences and participated in some high-impact international, European, and national research projects. Professor Donati’s education includes a Ph.D. in Corporate Law (University of Rome ‘La Sapienza’), an LLM in Corporate Governance (Stanford Law School), and a Law Degree with honors (University of Florence). He is qualified as an attorney in Italy and in the State of New York (USA).
Ms Olga Fonotova is an Associate Professor of the Faculty of Law (Department of Legal Regulation of Business) at the Russian National Research University “Higher School of Economics” in Moscow. She holds a PhD degree cum laude in private law / private international law from the Lomonosov Moscow State University (2006). Her academic and teaching interests cover private international law, international and national commercial law, with a focus on unified and non-state legal regulation of cross-border commerce.
Olga is a Russian law qualified practicing lawyer in the sphere of national and international commercial and corporate law with 20+ years’ experience in leading law firms. As part of her legal practice, she has advised multinational corporations on the setting up of multi-jurisdictional commercial relations, on the formation / termination of international joint ventures, restructuring of assets, and financing / refinancing of projects. For her work on commercial and corporate legal matters she was included in the international rating of leading lawyers “The Best Lawyers® in Russia” (2018 – 2022).
She is a UNIDROIT alumna (2011) and a Correspondent of UNIDROIT in Russia (2023 – 2025). From 2016 to 2021 Olga was a member of the ICC Commission on Commercial Law and Practice (ICC CLP) and a member of the Association of European Business (AEB) in Moscow.
Allan M. Mukuki, PhD Candidate (Navarra, Spain), LLM (Groningen, Netherlands), PGDip (KSL), LLB (Hons) (UoN), ACIArb (London), Advocate of the High Court of Kenya.
Allan Mukuki is an Advocate of the High Court of Kenya as well as a Commissioner for Oaths. He is presently a PhD Candidate at the University of Navarra in Spain. He is also a holder of an LL.M in International Law and the Law of International Organizations, from the University of Groningen in the Netherlands. He has an LL. B (Hons) from the University of Nairobi, he is a Member of the Cha
rtered Institute of Arbitrators (London). He further holds a post-graduate diploma in law from the Kenya School of Law. Allan is also a scholar from the Hague Academy of International Law.
Some of his many roles in the legal profession include Director of International Partnerships; a Doctoral Fellow; member of the Management Committee and moot court coordinator, all for Strathmore Law School; Research Fellow for the African Region (Kenya), for the European Research Council Grant Project on the interpretation of customary international law; and Acting Director for the Strathmore Institute of Advanced Studies in International Criminal Justice (SIASIC)
Allan has previously worked at A.F Gross Advocate; in various legal institutes; in governmental agencies and in the Judiciary of Kenya. He was also a Legal researcher in the Office of the Solicitor General, Kenya, for the Maritime Delimitation in the Indian Ocean (Somalia v. Kenya), a case that was before the International Court of Justice. His main areas of specialization include Public International Law, The Law of International Organizations, International Humanitarian Law, International and Regional (EAC) Refugee Law and Legal Policy Development.
Further, Allan has been involved in various national and international legal consultancies and projects; he has published several peer reviewed legal articles, a legal monograph and presented several legal papers in international conferences around the world. He has also developed several policy documents for Strathmore University as well as (currently operational) manuals and laws for the operation of the Judiciary as well as governmental agencies and regional agencies such as IGAD.
ANDREA SANTACOLOMA
Director
PROFESSIONAL PRACTICE
Andrea Santacoloma is a Panamanian lawyer that focuses her practice on international commercial arbitration.
Prior to joining Adell & Merizalde, Andrea was the Deputy Director for Latin America of the ICC International Court of Arbitration for 5 years. In this role, she gained vast experience in the internal functioning of the ICC’s Secretariat and Court and saw first-hand the work of hundreds of arbitrators and ICC Court Members in the region. Andrea was also in charge of identifying new opportunities and potential users of the ICC Dispute Resolution Services (ICC DRS) in Latin America, in liaison with the ICC National Committees and other institutions in the region. She also worked as a lawyer advising local and international clients on business and corporate law and M&A in 3 Panamanian law firms.
She is currently the Executive Director of the Latin American Arbitration Association (ALARB), one of Latin America’s leading associations gathering practitioners and arbitrators, which seeks to encourage the use of arbitration and foster initiatives for the development of international arbitration in the region.
In July 2022, the G
overning Council of the International Institute for the Unification of Private Law (UNIDROIT) appointed Andrea as a Correspondent for Latin America. Namely, Andrea was appointed as a Correspondent for the Republic of Panama for the period 2022-2025.
EDUCATION
• American University Washington College of Law, LL.M. in International Arbitration and Business Law
• International Training Centre of the International Labor Organization (ILO) jointly with the United Nations Commission on International Trade Law (UNCITRAL), Università degli Studi di Torino, and University Institute of European Studies (IUSE), LL.M. in International Trade Law & Dispute Resolution
• Universidad Católica Santa María La Antigua, LL.M. in Corporate Law
• Universidad Católica Santa María La Antigua, Degree in Law and Political Science
• Centro de Estudios Regionales de Panamá, Diploma in Entrepreneurship and Management of Small and Medium Enterprises
Bar admissions
Republic of Panama
Languages
Spanish, English, Italian (intermediate)
asantacoloma@adellmerizalde.com
+507 370 4155
NAME: PROF. DR. HERNANY VEYTIA (LL.M. YALE)
AFFILIATION DIRECTOR BNM-CAMBRIDGE STUDY CENTRE ON SUSTAINABLE INVESTMENTS
PRESENTATION
Professor of law, international strategic consultant, arbitrator, and entrepreneur. Hernany Veytia is very comfortable with complex, high-profile and confidential transactions. Her consulting experience as partner of BNM and Deloitte enables her to focus on and add value to the sustainable and commercial aspects of each deal. Frequently she leads transdisciplinary teams to deliver fact findings and legal opinions, feasibility studies and turn-key projects for banks, governments, international organisations, and corporations willing to expand or withdraw operations in other jurisdictions.
In Prof Veytia’s experience UNIDROIT works have been very useful to understand not only the foreign law, but also to recognise the cultural, political, and economic factors at play, and the way national and international regulators operate-and cooperate. In her opinion, UNIDROIT instruments have been of utmost importance for the legal strategies she designed for:
• DANPREIT (Dispute Analytics Platform for Real Estate Investment Trusts in the Agriculture, Construction and Mining industries).
• TELEKAIROS, innovative methodology that incorporates the use of space assets.
• Corporate art collections, restitutions, including donations, sponsorships, and loans to museums.
• Contracts used by a German waterworks company willing to grow in all the Caribbean and Central American countries.
• Liquidation of commercial and investment banks
• IPOs and reverse mergers for companies in the extraction industries (Canadian stock exchange), ILS listed in Bermuda and African sovereign funds listed in London.
• Franchising and other commercial contracts in the food & drinks, health, aero-space, and automotive industries.
In the last three decades Prof. Veytia has lived, and successfully completed investments and disinvestments in more than forty countries in the five Continents. She is frequently appointed as arbitrator and invited as speaker on risk transfers at international industry conferences in fields of her expertise: energy (both renewable and traditional), artificial intelligence, infrastructure, mining, real estate, agriculture, rail, space, automotive, and franchising. She sits in the board of directors of companies in Europe including the United Kingdom.
Anna Veneziano is the Deputy Secretary General of the International Institute for the Unification of Private Law (UNIDROIT). She is a Professor of Comparative Law at the University of Teramo, Italy, where she was formerly the Director of the Department of Private Law. She has also formerly been a tenured Professor of European Property Law at the University of Amsterdam (UvA). Her education includes a Law Degree with honours from the University of Rome La Sapienza, an LL.M degree from the Yale Law School funded by a Fulbright scholarship, and a PhD degree from the University of Florence (Italy).
Her main research and publication areas are on secured transactions as well as international, comparative, and European contract and sales law. Before joining UNIDROIT she was a member of the Italian delegation with respect to the Cape Town Convention on International Interests on Mobile Equipment and its Aircraft Protocol as well as its Space Protocol. She was also a member of the Study Group on a European Civil Code and of the Compilation and Redaction Group on a Draft Common Frame of Reference on European Private Law (DCFR), and of the restricted Expert Group set up by the European Commission on a common European law on sales.
P
rofessor Ignacio Tirado was appointed Secretary-General by the Governing Council at its 97th session, and officially took office on 27 August 2018. A national of Spain, Professor Tirado (Commercial, Corporate and Insolvency Law, Universidad Autónoma of Madrid, Spain) holds a PhD from the Universities of Bologna and Autónoma de Madrid and an LLM from the University of London. Professor Tirado has been a Senior Legal Consultant at the World Bank’s Legal Vice-Presidency and Financial Sector Practice for more than nine years, having also consulted for the IMF on insolvency related matters as well as for the Asian Development Bank on commercial legal reform.
Amongst other accolades to his professional experience, Professor Tirado is a founding member of the European Banking Institute, an International Fellow of the American College of Bankruptcy and has been Director and Academic Co-Chair of the International Insolvency Institute.
A Swedish national, Ms Lena Peters grew up in Italy where she attended an English school. In 1978 she took her Juris Kandidatexamen at Stockholm University followed by a Master of Laws from King’s College, London (1979). Since 1985 she has been with UNIDROIT, first as Research Officer, lastly as Principal Legal Officer, her main duties being Secretary to the Working Group for the Preparation of Principles of International Commercial Contracts, Secretary to the Study Group on Franchising, Secretary to the Committee of Governmental Experts on Franchising.She also collaborated on the project for the preparation of the ELI-Unidroit Model European Rules of Civil Procedure. She is currently Managing Editor of the Uniform Law Review and responsible for publications at UNIDROIT.
Marina Schneider is Principal Legal Officer and Treaty Depositary at UNIDROIT. She studied law at the University of Strasbourg (France) and Paris I – Panthéon Sorbonne. She joined the UNIDROIT in 1987 and was involved in the elaboration and French versions of most UNIDROIT instruments since. She is in charge of the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects and of the UNESCO-UNIDROIT Model Provisions on State Ownership of Undiscovered Cultural Objects. She is the author of the Explanatory Report of the 1995 Convention and many articles on the Convention and other international instruments in the field. Ms Schneider is also responsible for the project on private collections and for the UNIDROIT Convention Academic Project (UCAP). She is member of the Board of the International Society for Research on Art and Cultural Heritage Law (ISCHAL).
Professor of Commercial Law, Carlos III University of Madrid. Currently, Sir Roy Goode Scholar at UNIDROIT, Rome, 2021-2022. Chair of Excellence 2017-2018 at University of Oxford (Uc3m- Santander Program), affiliated to Harris Manchester College. Previously Distinguished Visiting Professor and fellow of a number of Academic Institutions. Arbitrator of Madrid Court of Arbitration. Member of ELI (European Law Institute) Council and Executive Committee. Member of the Expert Group of the European Commission on Liability and New Technologies and member of the Expert Group of the European Observatory of Platform Economy; the International Academy of Commercial and Consumer Law; the expert group of the Inclusive Global Legal Innovation Platform for Online Dispute Resolution – UNCITRAL and Hong Kong Department of Justice. Expert of the UNIDROIT Study Group on the MAC Protocol of the Cape Town Convention on International Interests. Delegate of Spain to UNIDROIT for the adoption of the Protocol, delegate of Spain in Working Group VI of UNCITRAL on secured transactions and in Working Group IV on Electronic Commerce. Member of UNIDROIT Working Groups on Enforcement and Warehouse Receipts.
William Brydie-Watson is an Australian lawyer who specialises in secured transactions law and private international law. Before joining UNIDROIT, William was a government lawyer in the Private International Law and International Arbitration section of the Australian Attorney-General’s Department, where he worked primarily on treaty negotiation and the implementation of private international law treaties in Australia. At UNIDROIT, he is primarily responsible for the implementation of the Mining, Agriculture and Construction (MAC Protocol) to the 2001 Cape Town Convention on International Interests in Mobile Equipment and the development of a Model Law on Factoring. William also serves as UNIDROIT’s liaison with the Asia Pacific Economic Cooperation (APEC) forum and as manager of the Institute’s Scholarship and Internship Programme. Admitted to practice in New South Wales and the High Court of Australia, he has a Bachelor of Arts (honours), a Bachelor of Laws and a Master of Laws from the Australian National University. William also lectures on International Secured Transactions Law at the Eotvos Lorand Faculty of Law in Budapest.
