With 83 Contracting States[1], the Convention on International Interests in Mobile Equipment (the “Cape Town Convention”) has the most ratifications of any Unidroit instrument. It is one of the most successful international commercial law treaties in history. Adopted in 2001, the Cape Town Convention has created an international legal framework regulating secured interests (including leases) in specific categories of high-value, mobile and uniquely identifiable equipment. The Convention provides uniform rules on creating international interests, registration, priority and remedies. A robust understanding of the Cape Town Convention is essential for all those interested in practising in international finance law and international commercial law.
Mandatory reading: Cape Town Convention; Video: Overview of the Cape Town Convention
Adopted alongside the Cape Town Convention in 2001, with 80 Contracting States [2] the Aircraft Protocol has the second highest number of ratifications of any Unidroit instrument. The Aircraft Protocol has successfully extended the operation of the Cape Town Convention to the Aviation sector. Under the Aircraft Protocol, more than 1.3 million interests in aircraft have been registered in the international registry, covering collateral worth over $650 billion USD. By adapting the rules of the Cape Town Convention to the aviation sector, the Aircraft Protocol has been an essential instrument that has lowered the cost of credit for airlines located in Contracting States.
Mandatory reading: Aircraft Protocol
The Luxembourg Rail Protocol extends the benefits of the Cape Town Convention legal regime to financing rail rolling stock (from high-speed trains to freight trains to commuters and more miniature carriages, trams, and metros). It creates an international system of recognition for, and priorities of, the rights of financiers secured by railway rolling stock. Building upon the strengths of the Cape Town Convention System, it will bring significant reductions to the cost of financing in the rail industry, thereby fostering sustainable investment goals and facilitating the influx of capital. It will also foster sustainable economic and social development in enhancing transportation of people (urban and extra-urban) and freight, including cross-border, through railway, thereby squarely meeting many of the global sustainable agenda of the United Nations. The Protocol will enter into force in March 2024 and will, therefore, become a reality for the rail market. Because of the expected benefits of its application, it has gained the support of crucial UN regional agencies and other intergovernmental organisations and bodies interested in fostering sustainable growth, including the UN Economic Commission for Africa (UN ECA), the Programme for Infrastructure Development in Africa (PIDA), the African Union, and the European Union.
Mandatory readings: Luxemburg Protocol
The Space Protocol to the Cape Town Convention brings the benefits of the Cape Town Convention to the space sector. It represents the coordinated efforts of Governments and the commercial space sector to render asset-based financing more accessible to the space industry. Applying the Space Protocol will result in increased transparency and predictability for financiers, thereby making financing more widely available to a more significant number of players in the commercial space sector. Such an instrument will help bring much-needed financial resources to the NewSpace community, namely those small start-up companies that have emerged as a result of the booming commercial space sector.
Mandatory readings: Space Protocol; Video: Overview Space Protocol
The MAC Protocol to the Cape Town Convention is Unidroit’s most recent treaty, adopted in Pretoria in November 2019. As a result of 14 years of negotiations, the MAC Protocol is the most innovative and ambitious extension of the Cape Town Convention to date. While broadly consistent with the other Protocols to the Cape Town Convention, the MAC Protocol contains several adaptions, including specialised provisions regulating inventory and immovable property and a unique approach to defining its scope utilising the Harmonized Commodity Description and Coding System. The MAC Protocol is predicted to have a positive impact of $23 billion on GDP in developing countries and $7 billion in developed countries, for a total impact on GDP equivalent to $30 billion annually. From a development perspective, the MAC Protocol will be one of the most important commercial law instruments to improve economic growth, food security and infrastructure.
Mandatory reading: MAC Protocol
In 2020, Unidroit in partnership with the United Nations Commission on International Trade Law (UNCITRAL) started a joint project to develop a Model Law on Warehouse Receipts. Warehouse receipts are documents – in paper or electronic form – issued by warehouse operators that state the ownership of a commodity and may be traded or used as collateral to obtain credit. This instrument drastically enhances the possibility, especially for small businesses in the agricultural sector, to access finance. A supportive legal framework is widely regarded as a prerequisite for a well-functioning warehouse receipt system. Accordingly, the UNIDROIT/UNCITRAL Model Law will consist of a set of black letter rules and is conceived as a standalone instrument for adoption by States seeking to reform their national legislation. Significantly, the Model Law will contemplate the issuance and transfer of electronic warehouse receipts, including through electronic platforms and distributed ledger technology systems, allowing stakeholders to seize the opportunities offered by new technologies.
Mandatory reading: Model Law on Warehouse Receipts
Factoring is a vitally important type of financing used across the globe. In 2019, global factoring volume reached 2.9 trillion euros. Despite the growing importance of factoring, no intergovernmental organisation has adopted a factoring model law to assist States in undertaking reforms to improve their domestic legal frameworks. The Unidroit is developing a Model Law on Factoring to address this lacuna as a high priority project on its 2019-2022 Work Programme. Modelled on the UNCITRAL Model Law on Secured Transactions, the Unidroit Model Law on Factoring is currently being drafted by a small group of leading international experts. The draft instrument is expected to be released for public consultations in 2022 and finalised in 2023. Participants will be introduced to the core provisions of the draft instrument, with an emphasis on its complementarity with the Model Law on Secured Transactions.
Mandatory reading: Model Law on Factoring – Guide to Enactment
The Unidroit Principles of International Commercial Contracts (UPICC), first published in 1994 and now in their 4th edition (2016), is an international, non-binding codification or “restatement” providing a set of uniform principles and rules, accompanied by explanatory comments and illustrations, that cover virtually all the most relevant topics of general contract and obligation law. They result from extensive, decade-long comparative law work conducted by eminent experts from all continents and provide neutral and balanced solutions adapted to the particular requirements of modern international commercial practice. The UPICC has gained significant recognition in scholarly discussions, has influenced national and supranational legislators, and has been used in practice in a variety of ways, including as a reference in several arbitral awards and court decisions rendered worldwide. Discussing the UPICC will allow participants to consider the most relevant contractual law issues from an international perspective and reflect upon advantageous contract drafting and dispute resolution.
Mandatory reading: UNIDROIT Principles of International Commercial Contracts
The Model Clauses for using the Unidroit Principles of International Commercial Contracts were drafted to give parties to international commercial contracts a range of options to make the most appropriate use of the Unidroit, following their interests and the specific circumstances of the case. At the same time, their goal is also to raise awareness of the possible ways the UPICC may be used as an advantageous tool in international contracting and dispute resolution.
Mandatory reading: Model Clauses for the Use of the UNIDROIT Principles of International Commercial Contracts
In 2015, Unidroit, the Food and Agriculture Organization of the United Nations (FAO) and the International Fund for Agricultural Development (IFAD) adopted the UNIDROIT/FAO/IFAD Legal Guide on Contract Farming. Contract farming is a risk management tool based on an agreement between producers and buyers. At its heart lies an agricultural production contract between parties who agree to the terms and conditions of production (and marketing) of agricultural products in advance. The Legal Guide on Contract Farming intends to promote good practices between farmers and buyers of agricultural commodities by enhancing knowledge and awareness of the legal regime applicable to contract farming operations. It offers guidance on the contractual relationship between agricultural producers and buyers, from negotiation to conclusion, including performance and possible breach or termination of the contract. The Guide is a useful tool and reference point for various stakeholders involved in contract farming practice, policy design, legal reform, and capacity-building.
Unidroit, in collaboration with the International Fund for Agricultural Development (IFAD), prepared the Legal Guide on Agricultural Land Investment Contracts (ALIC Legal Guide). The ALIC Legal Guide provides innovative guidance to improve such contracts by operationalising several international principles and standards for promoting responsible agricultural investment. The ALIC Legal Guide may be used by a broad range of legal actors when developing contracts, domestic policies, regulatory frameworks, and corporate social responsibility programmes. It may also support capacity development and raise awareness regarding their rights among legitimate tenure rights holders and local communities.
This UNIDROIT/FAO/IFAD project aims at developing guidance on “collaborative legal forms” that support smallholders and agri-MSMES to enhance sustainable agricultural development in supply chains and contribute to the transformation of agrifood systems by: (i) increasing efficiency; (ii) access to market and finance; (iii) exploring innovation opportunities offered by digitalisation; and (iv) addressing power imbalances and remedies for unfair commercial practices. The challenges faced by agri-food supply chain leaders are also considered, but the framing of the project is mainly focused on the challenges faced by actors operating in the midstream segment of the agri-food supply chain, beyond the production stage and in low- and middle-income countries.
Three categories of “collaborative legal forms” are considered:
In 2020, Unidroit launched its first project in the area of law & technology: the Digital Assets and Private Law Project. It aims to provide legislative guidance and to develop principles relating to the legal nature, transfer and use of digital assets. It will include a legal taxonomy of digital assets and features analysis focusing on proprietary interests while considering issues such as secured transactions, applicable law in cross-border transactions, insolvency, and the legal position of intermediaries.
Mandatory reading: Digital Assets and Private Law
Unidroit has extensively worked in the area of civil procedure. Adopted by the American Law Institute (ALI) and UNIDROIT, the ALI-UNIDROIT Principles were developed to reconcile the differences among various national systems of civil procedure and facilitate transnational litigation, promoting due process. The most recent European Law Institute (ELI)-UNIDROIT Model Rules of European Civil Procedure, published in 2020, constitute a regional implementation of the ALI-UNIDROIT Principles and offer detailed guidance for further development of civil procedure in Europe and beyond. Unidroit’s instrument in this area offers the opportunity to discuss key issues of procedural law from an international perspective.
The Unidroit project on Best Practices for Effective Enforcement stems from recognising the vital importance of developing a modern legal framework enabling the effective execution of creditors’ claims for improved access to credit, an increase in trade and investment, and overall economic development and sustained growth. Effective enforcement is also an integral element of full access to justice.
However, many jurisdictions in the world face several challenges in this area, including the excessive length and costs of the procedures, the limited role of party autonomy, the malfunctioning or absence of extra-judicial remedies, and the lack of transparency. Moreover, additional challenges are created by the impact of new technologies, which can be powerful tools to tackle traditional obstacles in enforcement (e.g. through automated mechanisms, e-auctions, etc.) but also a source of new potential problems that should be addressed (e.g., monitoring, accountability, respect of fundamental rights). Moreover, there is a need to consider suitable enforcement mechanisms for new categories of assets, such as digital assets. The project aims to provide national legislators and other policymakers with global standards and best practices, going beyond existing international instruments, designed to improve the domestic normative framework applicable to enforcement.
Mandatory readings: ALI / UNIDROIT PRINCIPLES OF TRANSNATIONAL CIVIL PROCEDURE;
ELI/UNIDROIT RULES
Mandatory readings: Enforcement: Best Practices
Unidroit’s instruments elaborated to overcome the difficulties faced by States in seeking restitution of stolen or illegally exported cultural objects due to the differences in national legislations. Opportunity to assess the significance, distinctive features and operational aspects of the 1995 Unidroit Convention on Stolen or Illegally Exported Cultural Objects and the 2012 Model Provisions on State Ownership of Undiscovered Cultural Objects and their interaction with other regional and international instruments.
Mandatory readings: 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects;
Model Provisions on State Ownership of Undiscovered Cultural Objects
[1] As of March 2022
[2] As of March 2022
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.
