代写留学生assignment需求

Question 2
A choice of law clause is invariably included in both syndicated loan agreements and bond issues. Why is this and, in your opinion, is it necessary or desirable to do this?

In my opinion, it is necessary to draw up a contract term of choice of law in both syndicated loan agreements and bond issues.

In international syndicated loan, the borrower, lender and guarantor are from different countries. Therefore, loan agreement and guarantee agreement, etc., are to be sighed between parties from two or more countries. Compared with international syndicated loan involved with only one country, things are more complicated. So the problem of choice of laws to international syndicated loan should be particularly considered.

Since 20th century, as a new means of financing in international economic field, international bonds got rapid development. Dramatic growth of transnational bond issues and tradings greatly promote global capital flow and international investment liberalisation, which play an important role in stimulating the development of global economy. However, with the rapid expansion of bond issues and tradings, a huge amount of legal problems emerge, one of the most important aspects is the conflict of laws http://www.szdhsjt.com/daixieAssignment/daixieyingguoassignment/and the applicable law of international bond issues and tradings. Usually, international bond issues and tradings involve many countries' law systems, because the bond issuers, investors are often located in different countries, also, because international bonds are often transferred or mortgaged in various countries' securities markets, it will involve more legal systems. Referring to international bond issues and transfer, different countries has different laws, therefore, conflict of laws often occur.

Therefore, choice of law clause is desirable in both syndicated loan agreements and bond issues. Choice of law refers to the specific substantive legal norms regulating the rights and obligations of the parties in international civil relationship according to conflict rules. By further analysis, we should be clear that firstly applicable law is guided by conflict rules. Secondly, applicable law should be substantive norms, which directly regulate rights and obligations between parties. Thirdly, applicable law could be internal law of a country, norms of international treaty, or the international conventions.

According to different law application theories and judicial practice in different countries, there are many ways to choose applicable law, mainly including choices of applicable law based on the nature of law, the nature of legal relations, the most significant relationship, government interests analysis, choices of rules, splitting methods, autonomy of the will of parties, tendency of court decision recognized in foreign countries and the application of chosen law, etc. In dealing with the problems of law application of contracts involving foreign elements, the most important and widely accepted are the principles of choice of law based on Autonomy of Will of parties and choice of law based on the Most Significant Relationship.