From 4 to 8 November 2024, a UNIDROIT delegation comprising…
UNIDROIT is one of the world’s leading intergovernmental organisations in the field of access to credit and has adopted several conventions, model laws, legislative guides, and other instruments in this area.
In particular, UNIDROIT is well known for having negotiated the Cape Town Convention system, one of the most successful commercial law systems in history. Designed to enhance security for the acquisition and financing of high value equipment, the Cape Town Convention on International Interests in Mobile Equipment was adopted in 2001 and presently has over 80 Contracting States and the support of 1 one regional economic integration organisation (the European Union).
The Convention on International Interests in Mobile Equipment (Cape Town Convention) is regarded as one of the most impactful developments in commercial treaty law over the past 50 years and has the capacity to produce billions of dollars worth of economic benefits for Contracting States. The Convention itself is an umbrella treaty which has had its operation extended to specific industries by way of adoption of additional Protocols:
UNIDROIT also has other instruments that deal with Secured Transactions Law. These include instruments on Factoring, Leasing and Franchising. Additionally, UNIDROIT also presently has several ongoing projects in this area.
Learn more about the 1988 UNIDROIT Convention on International Financial Leasing.
Learn more about the 1988 UNIDROIT Convention on International Factoring.
From 4 to 8 November 2024, a UNIDROIT delegation comprising…
The second Asia-Pacific International Private Law Summit (APIPLS), jointly organised…
The purpose of the Cape Town Convention and its various Protocols is to provide an international secured transactions regime applicable to high value, mobile, and uniquely identifiable equipment. The system provides for the establishment of international registries under each Protocol to enable the creation, registration, and enforcement of priority rights within assets of in that sector (aircraft objects, railway rolling stock, space assets and mining, agriculture and construction equipment). By facilitating internationally enforceable security interests, the Convention provides confidence to financiers within these industries, allowing them to lend in new markets and at lower rates. The primary objectives of the Cape Town Convention are:
Cape Town Convention Academic Project
The Cape Town Convention Academic Project seeks to assist scholars, students, practicing lawyers, judges, government officials, and industry by providing a central informational and educational hub for the Convention and its Protocols. The project is a joint undertaking between UNIDROIT and the University of Cambridge Faculty of Law, under the auspices of the Centre for Corporate and Commercial Law (3CL). The Aviation Working Group is the founding sponsor of the project.
Learn more about the project by clicking the image below:
Designed to facilitate asset-based financing and leasing of aviation equipment, the Aircraft Protocol of the Cape Town Convention expands financing opportunities available to entities looking to build their fleets, and reduces the costs associated with acquiring finance to do so, thereby providing substantial economic benefits for operators and the economies within which they function. The Protocol was adopted alongside the Convention in 2001 and has over 80 Contracting States.
Advantages for aircraft financiers/lessors
For creditors, the Cape Town Convention and its Aircraft Protocol:
– Bring speed, certainty and cost savings to repossession, deregistration and export of aircraft objects in cases of debtor insolvency or default where the aircraft object is in a country whose laws would otherwise not be creditor-friendly;
– Protect creditors’ interests in aircraft objects by providing for the registration of international interests in those aircraft objects at a single, web-based, International Registry that is open 24/7;
– Subjecting those interests to a simple priority regime whose main principles are that registered international interests beat unregistered ones; earlier registrations beat later registrations; and the parties can vary priorities by agreeing and (for increased protection) registering subordination arrangements at the International Registry.
Advantages for airlines/aircraft operators
For debtors, the Cape Town Convention and its Aircraft Protocol:
– Reduce the cost of borrowing and getting access to finance by providing a secure ecosystem for creditors to lend in;
– Broaden the options available for acquiring finance for aircraft objects by allowing lenders from different jurisdictions to securely invest worldwide;
– Create opportunities to upgrade to a more modern and cost effective fleet hence reducing the cost of doing business and increasing profit margins;
– Making it easier to compete with other players on the international market by creating an equally opportune system of financing;
– Allowing for greater security in the purchasing or leasing of second-hand or old aircraft objects.
Adopted in 2007, the Luxembourg Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Railway Rolling Stock extends the benefits of the Cape Town Convention regime to the rail sector and establishes a secured transactions regime for trade within the rail industry. It creates a new type of global security interest and leasing for railway rolling stock, internationally recognised with established priorities. This interest can be registered in an online public international registry and creates a common system for enforcing creditor rights on debtor default or insolvency.
Scope of the Protocol
The Protocol is designed to apply to all rolling stock, broadly defined as “vehicles movable on a fixed railway track or directly on, above or below a guideway”. This definition covers inter-urban and urban rolling stock from high-speed trains to commuters; metro trains; cable cars and trams; freight trains; specialist boring equipment and other rail mounted equipment; people movers/shuttles at airports; cranes at ports.
Economic, social and environmental benefits
The Luxembourg Rail Protocol’s aim is to facilitate financing over rail rolling stock by lowering the risk of lenders and thereby reducing the cost of credit as well as widening financing opportunity in developed and developing economies. Thus,
The Luxembourg Rail Protocol will, moreover, foster economic and social development by enhancing sustainable mass transportation of people (urban and extra-urban) and transportation of freight by railways, also cross-border, in line with many of the goals of the global sustainable agenda of the United Nations.
Economic benefit studies for the Rail Protocol:
Adopted in 2012, the Space Protocol to the Cape Town Convention is an international regime of secured transactions designed specifically for the space industry. It introduces a uniform and transparent scheme to improve creditors’ rights and facilitate the flow of capital into the space sector. Based largely on the Aircraft Protocol of the Cape Town Convention, the Space Protocol has been adapted to specifically suit the needs of the space industry while respecting the public service aspect of space activities.
How does it work?
The Space Protocol creates a uniform regulatory regime for the recognition and protection of security interests in space assets. This ensures that issues such as conflict of laws or differing insolvency remedies, that are normally encountered in asset-based financing, are surpassed.
It provides uniform rules for the creation, registration and priority of legal interests in space assets, as well as facilitating expeditious and efficient enforcement of remedies in the event of a default or insolvency of the debtor. The Protocol also ensures that adequate protection is given to public services that are provided by space assets and that these services are not interrupted.
Anticipated Benefits
– The creation of an international registry for space assets which will allow debtors and creditors to register international interests in space assets;
– The creation of a global system of internationally enforceable security interests in space assets;
– The provision of an ecosystem where financiers and investors can confidently give their money to companies in the space sector;
– The availability of an international regime onto which domestic laws can be based on in order to provide secured lending for the space industry.
– The ability for developing countries and emerging markets to develop their space industries.
Adopted in 2019, the fourth Protocol of the Cape Town Convention for Matters Specific to Mining, Agriculture and Construction Equipment (MAC Protocol) is UNIDROIT’s most recent treaty. The treaty was adopted at a Diplomatic Conference in Pretoria, South Africa with over 150 participants representing more than 40 States and industry in attendance.
How does it work?
Similar to the other three existing Protocols to the Cape Town Convention, the MAC Protocol provides for an international electronic registry which will allow creditors to protect their legal interests over high value MAC equipment, regardless of its location. The MAC Protocol provides uniform rules governing the creation, registration and priority of legal interests in MAC equipment, as well as facilitating expeditious and efficient enforcement of remedies in the event of a default or insolvency of the debtor. The MAC Protocol contains several specialised articles that adapt the Convention’s operation to the mining, agriculture and construction sectors, including rules on inventory financing and immovable property.
The MAC Protocol will allow financiers to operate in more markets and provide credit globally at cheaper rates. This will allow end users of MAC equipment to gain greater access to capital, bolstering their production and in turn, the economy of the State in which they function.
Anticipated Benefits
The current value of MAC equipment being traded annually exceeds 117 billion USD. The MAC Protocol is expected to have an annual global economic impact of $23 billion USD in developing countries and $7 billion USD in developed countries. A 2018 independent economic assessment of the MAC Protocol is available here.
The MAC Protocol will provide benefits to parties engaged in different aspects of the MAC sector, mining, agriculture and construction entities will have increased access to modern MAC equipment at a lower cost; manufacturers will increase their output; dealers will be able to export to new markets; and financiers will have more confidence in issuing credit.
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.
