Since the 1980s, regulators in the U.S. and the U.K. have protected the collateral taker's right to re-use securities collateral in securities financing and OTC derivatives markets on the understanding that it would promote liquidity and credit growth, and reduce systemic risk. However, this rationale was incomplete: it failed to acknowledge the full implications of collateral re-use for systemic risk. In this dissertation, I aim to complete that understanding by illustrating how the re-use of securities collateral in those markets can aggravate systemic risk. In particular, I describe two effects. First, re-using securities collateral multiplies the number of market participants that will be exposed to changes in the price of the collateral asset and can thus amplify the role of asset prices as channels of contagion. Second, by conferring a right to re-use, the collateral provider will effectively waive its proprietary interests in the collateral assets and retain a mere contractual claim against the collateral taker for the return of equivalent securities. This transformation will accentuate the incentive of the collateral provider to run from an over-collateralised collateral taker if the latter were to experience financial difficulty. Information asymmetries and a lack of coordination among collateral providers could push the collateral taker over the brink of insolvency. These risks pose an obvious question for regulators: what should we do about collateral re-use? At a time when international bodies are drawing their attention to this widespread market practice, the question is an invitation to a very timely reflection. The final chapter of the dissertation offers an answer to this question and assesses the potential efficacy of the most recent regulatory initiatives in relation to collateral re-use.

La subordination financière est l’établissement d’une hiérarchie entre créanciers. Avant une procédure de répartition, cet ordre entre créances est mis en place à l’aide d’échéances différentes et de stipulations particulières (blocage des paiements). Après les répartitions, ce classement peut être créé par la suppression de l’égalité entre créanciers. Celle-ci est tantôt légale (droit de préférence), tantôt volontaire (déclassement) et s’assimile dans ce cas à une renonciation. Au terme de cette hiérarchie, certains créanciers seront payés en dernier, les créanciers résiduels. Le financement des sociétés est décrit par la distinction entre les associés et les créanciers. Devant la faiblesse de cette division, la doctrine a proposé les fonds propres. Ce concept est redéfini en mettant l’accent sur la subordination, qui fait clairement apparaître la qualité de créancier résiduel de l’associé. Il conduit à une nouvelle lecture du financement de la société, qui est transdisciplinaire / Financial subordination establishes a hierarchy between creditors. This degree is implemented through the legal or intentional suppression of creditors’ right to equal distributions in the bankruptcy proceedings. When it is a priority claim, this loss is imposed on creditors by law. When it is a subordinated claim, creditors accept to waive their right to equal distributions. In both cases, some creditors will be paid only after the full payment of others. Those are called residual creditors.Corporation financing is based upon a division between owner and lender. Traditionally, the former puts money into the business through legal capital while the latter grants loans. As this view no longer depicts the reality of corporation financing, the French jurisprudence tried to replace it with the concept of equity, which is broader than the legal capital. In this work, equity is redefined in setting in its core financial subordination, which clearly shows why a shareholder is a residual claimant. This new definition of equity, which is shared by other disciplines outside law gives a different approach to the financing of companies under French law

This thesis is the first detailed and comprehensive research of the history of the 2001 Convention on International Interests in Mobile Equipment (the 'Convention' or 'CTC') and its protocols. It is submitted that the quality of response to the various challenges of the treaty-making process can serve as a measure of a convention's success, and that the unique characteristics of the CTC make it a prime target for such research. The author identifies and analyses the most problematic issues in the process of development of the Convention and its protocols, including the latest draft protocol on mining, agricultural and construction equipment. This research focuses on the documentary history of the CTC and its Aircraft Protocol (as the only protocol currently in force), relying primarily on the materials published by UNIDROIT and other international organisations, and shows that not all of the challenges found an adequate response in the Convention. Nonetheless, the shortcomings pale in comparison with the Convention's achievements: the CTC has created a highly effective machinery for regulating international interests in mobile assets. The author does not perform empirical ex post analysis of implementation of the Cape Town Convention, but this thesis will form a solid background for such research in the future. This study, apart from its scholarly importance, has clear practical value: its conclusions (including a number of treaty-making lessons originating from this research) can assist governmental officials, representatives of international organisations and legal advisors (both external and internal) participating in the treaty-making process and, it is hoped, will strengthen he attractiveness of conventions as an instrument of harmonising commercial law in the future.