factoring and assignment of receivables

The Difference Between Assignment of Receivables & Factoring of Receivables

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You can raise cash fast by assigning your business accounts receivables or factoring your receivables. Assigning and factoring accounts receivables are popular because they provide off-balance sheet financing. The transaction normally does not appear in your financial statements and your customers may never know their accounts were assigned or factored. However, the differences between assigning and factoring receivables can impact your future cash flows and profits.

How Receivables Assignment Works

Assigning your accounts receivables means that you use them as collateral for a secured loan. The financial institution, such as a bank or loan company, analyzes the accounts receivable aging report. For each invoice that qualifies, you will likely receive 70 to 90 percent of the outstanding balance in cash, according to All Business . Depending on the lender, you may have to assign all your receivables or specific receivables to secure the loan. Once you have repaid the loan, you can use the accounts as collateral for a new loan.

Assignment Strengths and Weaknesses

Using your receivables as collateral lets you retain ownership of the accounts as long as you make your payments on time, says Accounting Coach. Since the lender deals directly with you, your customers never know that you have borrowed against their outstanding accounts. However, lenders charge high fees and interest on an assignment of accounts receivable loan. A loan made with recourse means that you still are responsible for repaying the loan if your customer defaults on their payments. You will lose ownership of your accounts if you do not repay the loan per the agreement terms.

How Factoring Receivables Works

When you factor your accounts receivable, you sell them to a financial institution or a company that specializes in purchasing accounts receivables. The factor analyzes your accounts receivable aging report to see which accounts meet their purchase criteria. Some factors will not purchase receivables that are delinquent 45 days or longer. Factors pay anywhere from 65 percent to 90 percent of an invoice’s value. Once you factor an account, the factor takes ownership of the invoices.

Factoring Strengths and Weaknesses

Factoring your accounts receivables gives you instant cash and puts the burden of collecting payment from slow or non-paying customers on the factor. If you sell the accounts without recourse, the factor cannot look to you for payment should your former customers default on the payments. On the other hand, factoring your receivables could result in your losing customers if they assume you sold their accounts because of financial problems. In addition, factoring receivables is expensive. Factors charge high fees and may retain recourse rights while paying you a fraction of your receivables' full value.

• All Business: The Difference Between Factoring and Accounts Receivable Financing

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Assignment of Accounts Receivable – Trap for the Unwary

By  Steven A. Jacobson

Most businesses are familiar with the mechanics of an assignment of accounts receivable. A party seeking capital assigns its accounts receivable to a financing or factoring company that advances that party a stipulated percentage of the face amount of the receivables.

The factoring company, in turn, sends a notice of assignment of accounts receivable to the party obligated to pay the factoring company’s assignee, i.e. the account debtor. While fairly straightforward, this three-party arrangement has one potential trap for account debtors.

Most account debtors know that once they receive a notice of assignment of accounts receivable, they are obligated to commence payments to the factoring company. Continued payments to the assignee do not relieve the account debtor from its obligation to pay the factoring company.

It is not uncommon for a notice of assignment of accounts receivable to contain seemingly innocuous and boilerplate language along the following lines:

Please make the proper notations on your ledger and acknowledge this letter and that invoices are not subject to any claims or defenses you may have against the assignee.

Typically, the notice of assignment of accounts receivable is directed to an accounting department and is signed, acknowledged and returned to the factoring company without consideration of the waiver of defenses languages.

Even though a party may have a valid defense to payment to its assignee, it still must pay the face amount of the receivable to the factoring company if it has signed a waiver. In many cases, this will result in a party paying twice – once to the factoring company and once to have, for example, shoddy workmanship repaired or defective goods replaced. Despite the harsh result caused by an oftentimes inadvertent waiver agreement, the Uniform Commercial Code validates these provisions with limited exceptions. Accordingly, some procedures should be put in place to require a review of any notice of assignment of accounts receivable to make sure that an account debtor preserves its rights and defenses.

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Assignment of Accounts Receivable: Meaning, Considerations

Adam Hayes, Ph.D., CFA, is a financial writer with 15+ years Wall Street experience as a derivatives trader. Besides his extensive derivative trading expertise, Adam is an expert in economics and behavioral finance. Adam received his master's in economics from The New School for Social Research and his Ph.D. from the University of Wisconsin-Madison in sociology. He is a CFA charterholder as well as holding FINRA Series 7, 55 & 63 licenses. He currently researches and teaches economic sociology and the social studies of finance at the Hebrew University in Jerusalem.

Charlene Rhinehart is a CPA , CFE, chair of an Illinois CPA Society committee, and has a degree in accounting and finance from DePaul University.

Investopedia / Jiaqi Zhou

What Is Assignment of Accounts Receivable?

Assignment of accounts receivable is a lending agreement whereby the borrower assigns accounts receivable to the lending institution. In exchange for this assignment of accounts receivable, the borrower receives a loan for a percentage, which could be as high as 100%, of the accounts receivable.

The borrower pays interest, a service charge on the loan, and the assigned receivables serve as collateral. If the borrower fails to repay the loan, the agreement allows the lender to collect the assigned receivables.

Key Takeaways

• Assignment of accounts receivable is a method of debt financing whereby the lender takes over the borrowing company's receivables.
• This form of alternative financing is often seen as less desirable, as it can be quite costly to the borrower, with APRs as high as 100% annualized.
• Usually, new and rapidly growing firms or those that cannot find traditional financing elsewhere will seek this method.
• Accounts receivable are considered to be liquid assets.
• If a borrower doesn't repay their loan, the assignment of accounts agreement protects the lender.

Understanding Assignment of Accounts Receivable

With an assignment of accounts receivable, the borrower retains ownership of the assigned receivables and therefore retains the risk that some accounts receivable will not be repaid. In this case, the lending institution may demand payment directly from the borrower. This arrangement is called an "assignment of accounts receivable with recourse." Assignment of accounts receivable should not be confused with pledging or with accounts receivable financing .

An assignment of accounts receivable has been typically more expensive than other forms of borrowing. Often, companies that use it are unable to obtain less costly options. Sometimes it is used by companies that are growing rapidly or otherwise have too little cash on hand to fund their operations.

New startups in Fintech, like C2FO, are addressing this segment of the supply chain finance by creating marketplaces for account receivables. Liduidx is another Fintech company providing solutions through digitization of this process and connecting funding providers.

Financiers may be willing to structure accounts receivable financing agreements in different ways with various potential provisions.​

Special Considerations

Accounts receivable (AR, or simply "receivables") refer to a firm's outstanding balances of invoices billed to customers that haven't been paid yet. Accounts receivables are reported on a company’s balance sheet as an asset, usually a current asset with invoice payments due within one year.

Accounts receivable are considered to be a relatively liquid asset . As such, these funds due are of potential value for lenders and financiers. Some companies may see their accounts receivable as a burden since they are expected to be paid but require collections and cannot be converted to cash immediately. As such, accounts receivable assignment may be attractive to certain firms.

The process of assignment of accounts receivable, along with other forms of financing, is often known as factoring, and the companies that focus on it may be called factoring companies. Factoring companies will usually focus substantially on the business of accounts receivable financing, but factoring, in general, a product of any financier.

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• Assignment of Accounts Receivable
• Factoring of Accounts Receivable

Factoring of accounts receivable is the practice of transferring the ownership of accounts receivable to a company specialized in receivable collection, in exchange for immediate cash. In other words, the company that originally owns the receivables, sells them to another company called “factor” and receives immediate cash.

Factoring helps a business improve its cash flow by converting its receivables immediately into cash instead of waiting for the due dates of payments by customers. A drawback of factoring is that it is done at a discount, which means that the cash received on factoring of receivables is less than the value of the receivables transferred. This is because the factor expects a certain margin and it faces risks such as time value of money , and depending on the agreement, the risk of default by the debtors.

The parties to the factoring agreement assess the recoverability of the accounts receivable, decide whether or not the factoring agreement will be with recourse or without recourse, and then agree on a suitable discount factor to calculate the amount of fee to be charged by the factor i.e. the discount. After deducting such a fee from the value of the accounts receivable, the factor pays in cash to the originating company. The factor may also withhold an additional amount as a refundable security against any bad debts that may arise.

As a result of the above transaction, the factor gains ownership of the accounts receivable and has access to the detailed records of those receivables . The factor is specialized in receivable collection and it may actually be cost effective for businesses to factor their receivables because doing so will save costs such as wages paid to staff for following up with customers.

The factor collects cash from the debtors as the due dates approach. The procedure to be followed in a situation where a debt becomes irrecoverable, depends on whether or not the factoring agreement is with recourse.

Recourse vs non-recourse factoring

Under non-recourse factoring, the factor may set-off the sum retained as a security, if any, against any bad debts that may arise but the factor is not entitled to be reimbursed by the originating company if the total of bad debts exceed the amount of security. In other words, the additional loss on bad debts under non-recourse factoring is borne by the factor.

Under a factoring agreement with recourse, the company factoring its receivables agrees to pay bad debts in full to the factor. So if the security falls short of the total bad debts, the factor is entitled to be reimbursed for bad debts in full.

Non-recourse factoring is riskier than factoring with recourse for the factor, generally resulting in higher discount rates over factoring with recourse.

Factoring vs assignment of receivables

Factoring is different from a financing agreement involving assignment of receivables because the later uses receivables as a collateral security for a loan, but the actual ownership of the receivables and the right to collect them is not transferred as long as the loan and any related interest payments are paid in time.

The following example illustrates the journal entries to record transactions related to factoring with and without recourse:

On January 1, 20X5, Impatient Inc. factored its accounts receivable of $100,000 at a fee of 8%. Under the terms of the agreement, the company received $82,000 in cash and the rest of the amount was retained by the factor as a security for any bad debts that may arise. Any excess of this security sum over the total bad debts was agreed to be returned by the factor at the end of the accounting period i.e. December 31, 20X5.

On December 31, 20X5 the full amount of security sum was withheld by the factor because the actual bad debts totaled $11,000 exceeding the security sum.

Impatient Inc. had already provided allowance for doubtful debts in the factored accounts receivable and a bad debts expense was recognized in the income statement of year ended December 31, 20X4.

Required: Pass journal entries to record the above transactions for Impatient Inc. both under factoring with recourse and factoring without recourse.

January 1, 20X5: Here, the journal entry will be identical under both factoring with recourse and factoring without recourse.

December 31, 20X5: The journal entries will differ under the two types of factoring. Since the actual bad debts exceed the amount initially retained by the factor, Impatient Inc must pay the factor, an additional amount of $1,000 under factoring with recourse but there is no such remedy if the factoring is without recourse.

Under factoring with recourse:

Under factoring without recourse:

It is important to note that the type of factoring influences the amount of fee charged and the amount of security held by the factor and the scenario in this example is only for the purpose of comparing the two types. The amount of security retained may be zero under factoring with recourse because the agreement guarantees the factor that any debts that may turn out to be irrecoverable will be reimbursed.

by Irfanullah Jan, ACCA and last modified on Oct 29, 2020

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• Security Interests

United Nations Convention on the Assignment of Receivables in International Trade (New York, 2001)

Date of adoption: 12 December 2001

The purpose of the Convention is to promote the movement of goods and services across national borders by facilitating increased access to lower-cost credit.

Why is it relevant?

The transactions covered by the Convention (e.g. asset-based lending, factoring, forfaiting, securitization, project financing) are fundamental for the financing of international trade. Yet uncertainty as to the content and choice of legal regime applicable to the assignment of receivables constitutes an obstacle to international trade. As a result, an assignment of future receivables or a bulk assignment of receivables that are not identified individually may be ineffective. In addition, an assignment that is effective according to the law under which it was concluded, may not be enforceable as against the debtor in another country or be subordinated to the rights of competing claimants in another country. Moreover, the law applicable to conflicts of priority among competing claimants may be difficult to determine. This means that either credit is not available on the basis of receivables (e.g. the claim for the payment of the purchase price in a contract for the sale of goods) or credit is available but only to those that may be able to afford its cost; and lack of sufficient access to credit or high cost of credit is a disadvantage in particular for small- and medium-size enterprises.

Key provisions

The Convention removes legal obstacles to receivables financing transactions, inter alia, by: (a) validating assignments of future receivables and bulk assignments, and by partially invalidating contractual limitations to the assignment of receivables); (b) enhancing certainty with respect to a number of issues, such as the effectiveness of an assignment as between the assignor and the assignee and as against the debtor; (c) clarifying the law applicable to key issues, such as the priority between competing claims; and (d) providing a substantive law regime governing priority between competing claims that States may adopt on an optional basis.

Relation to private international law and existing domestic law

The Convention applies only to international assignments of receivables and to the assignment of international receivables (with the exception of "financial" receivables). However, the Convention may affect a domestic assignment of a domestic receivable if: (a) it is in conflict with an international assignment of the same receivable; or (b) if it is one in a series of subsequent assignments, one of which, falls within the scope of the Convention. For the debtor, related provisions of the Convention to apply, at the time of the conclusion of the contract from which the assigned receivables arise, the debtor has to be located in a Contracting State or the law governing the assigned receivables has to be the law of a Contracting State.

Additional information

The Convention contains an optional part with applicable law rules and another optional part with substantive rules dealing with the third-party effectiveness and priority of an assignment of receivables.

The Convention is accompanied by an explanatory note. There is also an-article-by-article commentary on the draft Convention that was before the Commission at its 34 th session in 2001.

Additional Resources

• Text - Explanatory note
• UNCITRAL Legislative Guide on Secured Transactions: Supplement on Security Rights in Intellectual Property (2010)
• UNCITRAL Legislative Guide on Secured Transactions (2007)
• United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980)
• General Assembly resolution 56/81

Travaux préparatoires

• Endorsement by American Bar Association (ABA)
• Endorsement by International Chamber of Commerce (ICC)
• Endorsement by International Factors Group (IFG)
• A/48/17(SUPP)
• A/CN.9/378/Add.3
• A/49/17(SUPP)
• A/50/17(SUPP)
• A/51/17(SUPP)
• A/52/17(SUPP)
• A/53/17(SUPP)
• A/54/17(SUPP)
• A/55/17(SUPP)
• A/CN.9/472/Add.1
• A/CN.9/472/Add.2
• A/CN.9/472/Add.3
• A/CN.9/472/Add.4
• A/CN.9/472/Add.5
• A/CN.9/489/Add.1
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• A/CN.9/WG.II/WP.87
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• Factoring and the Assignment of Accounts Receivable

Factoring and the Assignment of Accounts Receivable Published Date: 31 Oct 2021

The UAE recently passed Federal Decree Law No. (16) of 2021 (“Decree”) which comes to regulate the factoring and the assignment of accounts receivable, the practice of which was regulated under the Civil Code. The Decree addresses the assignment of accounts receivable (“Assignment”) and regulates the relationship between the assignor (“Assignor”), assignee (“Assignee”) and the Assignor’s debtor (“Debtor”). Moreover, the Decree outlines that any factoring activities require a license from the Central Bank.

Regulating Factoring

Whilst factoring is not heavily addressed throughout the Decree, the regulation impacts a widespread practice in the market. Factoring allows businesses to sell their invoices to third parties at a discounted price, facilitating cashflow and bypassing long waiting periods commonly associated with the payment of invoices, and increases finances for trade.

In a market supported by factoring and receivables finance structures, this brings with it challenges constantly faced by financiers, insurers and customers worldwide; the Decree calls for such debtor finance practices to be exercised solely by licensed institutions in an attempt to combat money laundering practices.

Although factoring practices by unlicensed parties may not cease to exist overnight and such practices may indeed continue; if a dispute arises between the parties, for example in terms of payment by the debtor or by the third party, the courts may nullify the arrangement declaring it contrary to the law.

Assignments of Accounts Receivable

The scope of the Decree extends to Assignments within civil and commercial transactions, but excludes, inter alia: personal or household related transactions, foreign exchange transactions, and rights to payments by documentary credits and letters of guarantee.

The Decree generally permits the Assignor, Assignee and Debtor to agree on the provisions governing the rights of each and allows the Assignor to give certain undertakings in relation to the Assignment, including undertakings that the Debtor waives his right to defenses. Therefore, we expect more stringent requirements from banks and financial institutions, for example, in terms of requesting Assignors to include waivers of defense clauses in the terms of the original agreement between the Debtor and Assignor (“Original Contract”), on behalf of Debtors.

It is expected that registrations of Assignments in the Emirates Movable Collateral Registry (“EMCR”) will increase as registration provides Assignees senior status as to the collection of the receivables.

The Decree now outlines the means of enforcement against receivables as agreed between the parties or per Law No. (4) of 2020 on the Security of Moveable Assets, thereby allowing Assignees to enforce the Assignment directly rather than through litigation. As clearer processes of enforcement against Assignments have been mapped out by law, it is an expectation that more enforcement actions will also arise.

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UAE clarifies factoring and assignments of receivables

The recently enacted Federal Decree-Law No. 16 of 2021 on Factoring and Transfer of Civil Accounts Receivable (the New Law) which enters into force on 8 December 2021, being the first federal regulation in the United Arab Emirates (the UAE) dealing specifically with factoring and the assignment of receivables, has ushered in some much-needed clarity as to how these arrangements should work in the UAE. Specifically, the New Law provides a new regulatory framework which sets out the basic legal requirements for assignments and transfers of receivables, validity and perfection requirements, as well as the rules for determining priority amongst competing claims over assigned receivables.

Historically, this had been viewed as something of a 'grey' area of the law – governed in a piecemeal way, with Federal Law No. 5 of 1985 (as amended, the Civil Code) governing the assignment of debt and Federal Law No. 4 of 2020 (the Moveable Assets Mortgage Law) governing assignments over receivables which are taken by way of security. This had created some uncertainty as to which regulation should apply in particular circumstances, as well as uncertainty regarding the relationship between the different laws. The fact that the New Law seeks to provide a unified framework in relation to this area is a very welcome development. There are, however, certain key aspects of the New Law which may require further clarification as market participants seek to rely upon this new framework.

Scope of the New Law

The New Law applies broadly to any assignment of receivables made as part of commercial or civil transactions. Notable exclusions from this new law are assignments in the context of:

• personal / family transactions;
• financial contracts regulated by clearing agreements;
• foreign exchange transactions;
• interbank payment systems, net-based clearing systems and settlement related to securities, assets or other financial instruments;
• repurchase of securities, assets or financial instruments deposited with a broker;
• the right to financial payments fixed in endorsable bonds;
• the right to payments deposited in credit accounts with banks; and
• the right to payments under securities, documentary credits and letters of guarantee.

What is an Assignment?

The New Law governs " Assignments ", which is defined to cover an arrangement where " contractual rights to settle a cash sum owed by the Debtor are transferred to the Assignee, and the Assignment constitutes the agreement to create a security right on the Debtor's debt, transfer it as a security, and sell it in a final sale ". One possible interpretation of this particular definition would be that the New Law only governs arrangements which not only assign a debt but which also create a security interest over that debt. However, many factoring arrangements and debt assignments simply involve a debt being assigned absolutely and do not necessarily involve a security right being created over that debt. The New Law also does not elaborate on the different types of factoring arrangements that can exist, such as the purchase or sale of receivables, discounting and reverse factoring.

Given that the New Law appears (on the face of it) to be intended to cover all factoring arrangements and assignments of debts, the prudent course of action for market participants would be to ensure that all of their factoring arrangements and assignments of debt comply with the New Law, regardless of whether those arrangements involve security being created.

Form of Assignment

When it comes to the form that an assignment of receivables should take, the New Law is not prescriptive, and simply provides that an assignment shall be considered effective provided that the receivables that are subject to the assignment are described in a general or specific manner in order to allow for their identification.

Importantly, the New Law goes on to clarify some of the key points around how to describe the receivables being assigned (in relation to which there previously was some uncertainty). Specifically, we highlight the following:

• It is acceptable for the purposes of the New Law to describe the assigned receivables generally, for example by simply saying that the assignment is of all receivables that are currently owed by a debtor, all receivables that will be owed by a debtor in the future, or a specific class or specific or general type of such receivables.
• The New Law therefore appears to confirm that, in an assignment agreement, it is not necessary to individually list out each particular contract under which a debt is assigned.
• The New Law confirms that if the subject of the relevant assignment is receivables which are owed by a debtor in the future, then that assignment may be effective without the need to enter into any new transaction to assign each future debt in due course.

Effectiveness and Priority

One key point which the New Law clarifies is in relation to the effectiveness of debt assignment agreements against third parties: with specific provisions of the Moveable Assets Mortgage Law being incorporated by reference in order to establish that such assignments, in order to be effective towards third parties, must be declared on the electronic register created under the Moveable Assets Mortgage Law (which is currently operated by the Emirates Integrated Registries Company (EIRC)). While, prior to the introduction of the New Law, it was common for market participants to register assignments of receivables with the EIRC, it was not previously clear whether this was strictly necessary with respect to absolute assignments of receivables under the Civil Code which did not create security interests.

Regarding any specific requirements which need to be met in order for an assignment of receivables to be effective against a debtor (which have traditionally been governed by the Civil Code and relevant cases), the New Law does not specifically repeal or replace the Civil Code in this respect, and so the prudent course would be for market participants to continue to satisfy the applicable conditions derived from the Civil Code. This essentially means that, in order for an assignment of receivables to be enforceable against a debtor, notice of the assignment is required to be provided to the relevant debtor and (depending on the exact circumstances) with it also being advisable for the assignment of receivables to be acknowledged by the relevant debtor. The New Law does however give an assignee the clear right to send a notification and payment instructions to the relevant debtor in relation to receivables that have been assigned to that assignee (even if that notification gives rise to a breach of the underlying contract as between the assignor and the debtor), and does also seem to indicate that the debtor must agree to the assignment particularly in the context where the underlying contract is being amended.

Similar to what we see with registration, when it comes to determining priority among competing claims over receivables, the New Law relies on the Moveable Assets Mortgage Law to allocate the priority (determined by the date and time of registration) of the rights of assignees over the accounts receivable, to determine the priority of the assignor's obligation and to determine the priority of the assignment towards non-contractual rights.

To conclude, the New Law has clarified certain key issues regarding the assignment of receivables, and in doing so has created a more unified framework. It is now clear that any receivables which are subject to an assignment (which may include future receivables) need only be described in the assignment in general terms, and it is also now clear that certain elements of the Moveable Assets Mortgage Law apply to assignments of receivables (such as the registration requirements and rules regarding priority). Question marks do, however, remain over how the New Law treats certain types of debt assignments and factoring arrangements (particularly ones that involve absolute assignments and not security rights), as well as the question of how a court would interpret the relevant provisions of the Civil Code in light of the New Law.

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UNIDROIT CONVENTION ON INTERNATIONAL FACTORING (OTTAWA, 28 MAY 1988)

UNIDROIT CONVENTION ON INTERNATIONAL FACTORING

(Ottawa, 28 May 1988)

THE STATES PARTIES TO THIS CONVENTION,

CONSCIOUS of the fact that international factoring has a significant role to play in the development of international trade,

RECOGNISING therefore the importance of adopting uniform rules to provide a legal framework that will facilitate international factoring, while maintaining a fair balance of interests between the different parties involved in factoring transactions,

HAVE AGREED as follows:

CHAPTER I – SPHERE OF APPLICATION AND GENERAL PROVISIONS

1. – This Convention governs factoring contracts and assignments of receivables as described in this Chapter.

2. – For the purposes of this Convention, “factoring contract” means a contract concluded between one party (the supplier) and another party (the factor) pursuant to which:

(a) the supplier may or will assign to the factor receivables arising from contracts of sale of goods made between the supplier and its customers (debtors) other than those for the sale of goods bought primarily for their personal, family or household use;

(b) the factor is to perform at least two of the following functions:

– finance for the supplier, including loans and advance payments;

– maintenance of accounts (ledgering) relating to the receivables;

– collection of receivables;

– protection against default in payment by debtors;

(c) notice of the assignment of the receivables is to be given to debtors.

3. – In this Convention references to “goods” and “sale of goods” shall include services and the supply of services.

4. – For the purposes of this Convention:

(a) a notice in writing need not be signed but must identify the person by whom or in whose name it is given;

(b) “notice in writing” includes, but is not limited to, telegrams, telex and any other telecommunication capable of being reproduced in tangible form;

(c) a notice in writing is given when it is received by the addressee.

1. – This Convention applies whenever the receivables assigned pursuant to a factoring contract arise from a contract of sale of goods between a supplier and a debtor whose places of business are in different States and:

(a) those States and the State in which the factor has its place of business are Contracting States; or

(b) both the contract of sale of goods and the factoring contract are governed by the law of a Contracting State.

2. – A reference in this Convention to a party’s place of business shall, if it has more than one place of business, mean the place of business which has the closest relationship to the relevant contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of that contract.

1. – The application of this Convention may be excluded:

(a) by the parties to the factoring contract; or

(b) by the parties to the contract of sale of goods, as regards receivables arising at or after the time when the factor has been given notice in writing of such exclusion.

2. – Where the application of this Convention is excluded in accordance with the previous paragraph, such exclusion may be made only as regards the Convention as a whole.

1. – In the interpretation of this Convention, regard is to be had to its object and purpose as set forth in the preamble, to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.

2. – Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.

CHAPTER II – RIGHTS AND DUTIES OF THE PARTIES

As between the parties to the factoring contract:

(a) a provision in the factoring contract for the assignment of existing or future receivables shall not be rendered invalid by the fact that the contract does not specify them individually, if at the time of conclusion of the contract or when they come into existence they can be identified to the contract;

(b) a provision in the factoring contract by which future receivables are assigned operates to transfer the receivables to the factor when they come into existence without the need for any new act of transfer.

1. – The assignment of a receivable by the supplier to the factor shall be effective notwithstanding any agreement between the supplier and the debtor prohibiting such assignment.

2. – However, such assignment shall not be effective against the debtor when, at the time of conclusion of the contract of sale of goods, it has its place of business in a Contracting State which has made a declaration under Article 18 of this Convention.

3. – Nothing in paragraph 1 shall affect any obligation of good faith owed by the supplier to the debtor or any liability of the supplier to the debtor in respect of an assignment made in breach of the terms of the contract of sale of goods.

A factoring contract may validly provide as between the parties thereto for the transfer, with or without a new act of transfer, of all or any of the supplier’s rights deriving from the contract of sale of goods, including the benefit of any provision in the contract of sale of goods reserving to the supplier title to the goods or creating any security interest.

1. – The debtor is under a duty to pay the factor if, and only if, the debtor does not have knowledge of any other person’s superior right to payment and notice in writing of the assignment:

(a) is given to the debtor by the supplier or by the factor with the supplier’s authority;

(b) reasonably identifies the receivables which have been assigned and the factor to whom or for whose account the debtor is required to make payment; and

(c) relates to receivables arising under a contract of sale of goods made at or before the time the notice is given.

2. – Irrespective of any other ground on which payment by the debtor to the factor discharges the debtor from liability, payment shall be effective for this purpose if made in accordance with the previous paragraph.

1. – In a claim by the factor against the debtor for payment of a receivable arising under a contract of sale of goods the debtor may set up against the factor all defences arising under that contract of which the debtor could have availed itself if such claim had been made by the supplier.

2. – The debtor may also assert against the factor any right of set-off in respect of claims existing against the supplier in whose favour the receivable arose and available to the debtor at the time a notice in writing of assignment conforming to Article 8(1) was given to the debtor.

1. – Without prejudice to the debtor’s rights under Article 9, non-performance or defective or late performance of the contract of sale of goods shall not by itself entitle the debtor to recover a sum paid by the debtor to the factor if the debtor has a right to recover that sum from the supplier.

2. – The debtor who has such a right to recover from the supplier a sum paid to the factor in respect of a receivable shall nevertheless be entitled to recover that sum from the factor to the extent that:

(a) the factor has not discharged an obligation to make payment to the supplier in respect of that receivable; or

(b) the factor made such payment at a time when it knew of the supplier’s non-performance or defective or late performance as regards the goods to which the debtor’s payment relates.

CHAPTER III – SUBSEQUENT ASSIGNMENTS

1. – Where a receivable is assigned by a supplier to a factor pursuant to a factoring contract governed by this Convention:

(a) the rules set out in Articles 5 to 10 shall, subject to sub-paragraph (b) of this paragraph, apply to any subsequent assignment of the receivable by the factor or by a subsequent assignee;

(b) the provisions of Articles 8 to 10 shall apply as if the subsequent assignee were the factor.

2. – For the purposes of this Convention, notice to the debtor of the subsequent assignment also constitutes notice of the assignment to the factor.

This Convention shall not apply to a subsequent assignment which is prohibited by the terms of the factoring contract.

CHAPTER IV – FINAL PROVISIONS

1. – This Convention is open for signature at the concluding meeting of the Diplomatic Conference for the Adoption of the Draft Unidroit Conventions on International Factoring and International Financial Leasing and will remain open for signature by all States at Ottawa until 31 December 1990.

2. – This Convention is subject to ratification, acceptance or approval by States which have signed it.

3. – This Convention is open for accession by all States which are not signatory States as from the date it is open for signature.

4. – Ratification, acceptance, approval or accession is effected by the deposit of a formal instrument to that effect with the depositary.

1. – This Convention enters into force on the first day of the month following the expiration of six months after the date of deposit of the third instrument of ratification, acceptance, approval or accession.

2. – For each State that ratifies, accepts, approves, or accedes to this Convention after the deposit of the third instrument of ratification, acceptance, approval or accession, this Convention enters into force in respect of that State on the first day of the month following the expiration of six months after the date of the deposit of its instrument of ratification, acceptance, approval or accession.

This Convention does not prevail over any treaty which has already been or may be entered into.

1. – If a Contracting State has two or more territorial units in which different systems of law are applicable in relation to the matters dealt with in this convention, it may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention is to extend to all its territorial units or only to one or more of them, and may substitute its declaration by another declaration at any time.

2. – These declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extends.

3. – If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party is located in that State, this place of business, for the purposes of this Convention, is considered not to be in a Contracting State, unless it is in a territorial unit to which the Convention extends.

4. – If a Contracting State makes no declaration under paragraph 1, the Convention is to extend to all territorial units of that State.

1. – Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is not to apply where the supplier, the factor and the debtor have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.

2. – A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention is not to apply where the supplier, the factor and the debtor have their places of business in those States.

3. – If a State which is the object of a declaration under the previous paragraph subsequently becomes a Contracting State, the declaration made will, as from the date on which the Convention enters into force in respect of the new Contracting State, have the effect of a declaration made under paragraph 1, provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.

A Contracting State may at any time make a declaration in accordance with Article 6(2) that an assignment under Article 6(1) shall not be effective against the debtor when, at the time of conclusion of the contract of sale of goods, it has its place of business in that State.

1. – Declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval.

2. – Declarations and confirmations of declarations are to be in writing and to be formally notified to the depositary.

3. – A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depositary receives formal notification after such entry into force takes effect on the first day of the month following the expiration of six months after the date of its receipt by the depositary. Reciprocal unilateral declarations under Article 17 take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the depositary.

4. – Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depositary. Such withdrawal is to take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the depositary.

5. – A withdrawal of a declaration made under Article 17 renders inoperative in relation to the withdrawing State, as from the date on which the withdrawal takes effect, any joint or reciprocal unilateral declaration made by another State under that article.

No reservations are permitted except those expressly authorised in this Convention.

This Convention applies when receivables assigned pursuant to a factoring contract arise from a contract of sale of goods concluded on or after the date on which the Convention enters into force in respect of the Contracting States referred to in Article 2(1)(a), or the Contracting State or States referred to in paragraph 1(b) of that article, provided that:

(a) the factoring contract is concluded on or after that date; or

(b) the parties to the factoring contract have agreed that the Convention shall apply.

1. – This Convention may be denounced by any Contracting State at any time after the date on which it enters into force for that State.

2. – Denunciation is effected by the deposit of an instrument to that effect with the depositary.

3. – A denunciation takes effect on the first day of the month following the expiration of six months after the deposit of the instrument of denunciation with the depositary. Where a longer period for the denunciation to take effect is specified in the instrument of denunciation it takes effect upon the expiration of such longer period after its deposit with the depositary.

1. – This Convention shall be deposited with the Government of Canada.

2. – The Government of Canada shall:

(a) inform all States which have signed or acceded to this Convention and the President of the International Institute for the Unification of Private Law (Unidroit) of:

(i) each new signature or deposit of an instrument of ratification, acceptance, approval or accession, together with the date thereof;

(ii) each declaration made under Articles 16, 17 and 18;

(iii) the withdrawal of any declaration made under Article 19(4);

(iv) the date of entry into force of this Convention;

(v) the deposit of an instrument of denunciation of this Convention together with the date of its deposit and the date on which it takes effect;

(b) transmit certified true copies of this Convention to all signatory States, to all States acceding to the Convention and to the President of the International Institute for the Unification of Private Law (Unidroit).

IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorised by their respective Governments, have signed this Convention.

DONE at Ottawa, this twenty-eighth day of May, one thousand nine hundred and eighty-eight, in a single original, of which the English and French texts are equally authentic.

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INSTRUMENTS

• Agricultural land investment contracts
• Contract Farming
• Security interests

ABOUT UNIDROIT

The International Institute for the Unification of Private Law (UNIDROIT) is an independent intergovernmental Organisation with its seat in the Villa Aldobrandini in Rome. Its purpose is to study needs and methods for modernising, harmonising and co-ordinating private and in particular commercial law as between States and groups of States and to formulate uniform law instruments, principles and rules to achieve those objectives.

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Professor Verónica Ruiz Abou-Nigm is Chair in Private International Law at Edinburgh Law School. She has widely published in private international law and has taught and researched in Europe and Latin America. Her work is published in English, Spanish and Portuguese. Her research focuses on the intersections between private international law and other disciplines, including international commercial arbitration, shipping law, migration, sustainable development and legal education.

Professor Ruiz Abou-Nigm is President of the European Law Faculties Association (ELFA), Vice-President of the American Association of Private International Law (ASADIP), and Member of the Scientific Council of the European Association of Private International Law (EAPIL).

Dr Ole Böger is a Judge in Banking and Criminal matters at the Hanseatic Court of Appeal (Hanseatisches Oberlandesgericht) in Bremen, Germany, and a Lecturer at the University of Bremen. Previously, he has been, amongst others, a Desk Officer at the German Federal Ministry of Justice and for Consumer Protection (2013-2016), a Legal Officer at UNIDROIT working on the Principles of Close-Out Netting (2012-2013) and a research assistant at the Max-Planck-Institute for Foreign and Comparative Private Law in Hamburg, Germany (2003-2008). He has represented the German government in UNCITRAL Working Groups and at UNIDROIT, specifically in the preparation and adoption of the UNIDROIT MAC Protocol, and he is an Ex officio Observer to the Preparatory Commission for the Establishment of the International Registry for MAC equipment. Recently, he has been an external consultant to secured transactions law reform projects of the World Bank in Suriname (2016), Greece (2020) and Lebanon (2021). Dr Böger holds law degrees of the University of Göttingen in Germany and King’s College London (UK) and he has authored numerous publications with a focus on international secured transactions law and the law of payment services.

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).

Giulia Stella Previti is a Legal Officer at the International Institute for the Unification of Private Law (UNIDROIT), based in Rome.  Giulia has primary responsibility for UNIDROIT’s projects on the Legal Nature of Voluntary Carbon Credits and on Digital Assets and Private Law.

Prior to joining UNIDROIT, Giulia was a Senior Vice President at Burford Capital, where she analyzed opportunities to invest in a wide array of legal assets, specializing in evaluating international arbitration claims and awards.  In addition, Giulia spent about seven years in private practice at Freshfields in New York, where she was a Senior Associate focusing on international arbitration and litigation matters.  Giulia also clerked in US federal court for Senior Judge Jack B. Weinstein in the Eastern District of New York.

Giulia is admitted to the New York Bar and obtained her Juris Doctor from New York University School of Law.  She has a Masters of Science from the London School of Economics and Political Science and a Bachelor of Arts from University College London.

Priscila Pereira de Andrade works as a Legal Officer at UNIDROIT. She is mainly responsible for the Agricultural Development and Private Law projects jointly developed with IFAD and FAO (Legal Structure of Agricultural Enterprise, Agricultural Land Investment Contracts and Contract Farming). Priscila holds a Ph.D. in International Law from the University Paris I Panthéon-Sorbonne (France), a Master Degree in International Relations from the University Center of Brasília (Brazil), and a specialisation degree in International Environmental Law from the United Nations Institute for Training and Research (UNITAR). Before joining UNIDROIT, she worked for the International Institute for Sustainable Development (IISD) and was an assistant professor at the University of Pisa (Italy), as well as an associate professor at the Master in Law Program of the University Center of Brasília.

Keni Kariuki works as a Legal Consultant/MAECI Chairholder at UNIDROIT. He is mainly responsible for assisting in the “Private Law and Agricultural Development” projects jointly developed with IFAD and FAO (Collaborative Legal Structures for Agricultural Enterprises, Agricultural Land Investment Contracts and Contract Farming). Keni holds a Ph.D. in Agricultural Political Economy from SOAS University of London (United Kingdom), a Master’s degree in International Human Rights Globalisation and Justice from Keele University (United Kingdom), he completed his Bar Vocational Course (BVC) at Nottingham Trent University (United Kingdom), and has a Bachelor of Laws (LLB) in Law and Politics (Dual Degree) from Keele University. Before joining UNIDROIT, he worked for the African Union Commission (AUC) and as a consultant for other multilateral actors such as Gesellschaft für Internationale Zusammenarbeit (GIZ), FAO, and Bread for the World, among others.

Dr Giray graduated from Istanbul University’s Law Faculty in 1998 before obtaining a postgraduate degree in EU Law from Marmara University European Union Institute in 2000. He carried out academic research at the London University Advanced Legal Studies Institute for his doctorate thesis in 2004. He was awarded a Ph.D. in Private Law from Istanbul University’s Social Sciences Institute in 2007. He worked as a research assistant from 1999 to 2007 at Istanbul University’s Law Faculty in the Private International Law Department. Then, he was appointed as a military judge to the 2nd Army Commandership for military service.

He was appointed as an assistant professor in 2008. While conducting research at Georgetown University’s School of Law, he was granted with a scholarship from the Turkish Higher Education Council and Georgetown University for the 2011-2012 academic year. He simultaneously conducted research on ICSID arbitration at the World Bank and also at the Library of Congress.

Dr Giray was appointed as an associate professor in 2013 due to his articles and book named “Compensation Arising from Expropriation in International Investment Arbitration and Methods Used in the Calculation of Compensation”. He was appointed as a full-time professor in the same department in 2020 due to his articles, projects and a new book named “Limitation Periods in International Private and Procedural Law”.

In 2022 he was appointed as a Correspondent of Turkey by the International Institute for the Unification of Private Law (UNIDROIT).

He gives courses on Private International Law and International Civil Procedural Law for undergraduates, as well as International Family and Child Law, Disability Rights and International Investment Law-ICSID Arbitration for postgraduate students of the Law Faculty and Social Sciences Institute at Istanbul University, while carrying out administrative duties at the same time. Currently, he is pursuing additional postgraduate studies on Tax Law.

Mr Alvaro Galindo is an International Counsel advising on dispute resolution matters, particularly those involving Latin American jurisdictions. Currently, he is the Dean of the Law School at Universidad de las Americas. His practice focuses on disputes between sovereign states and state-owned entities and private companies. He has been recognised by The Legal 500 Latin America and was noted in this publication as “outstandingly intelligent” and for his “incomparable capacity for coordinating, planning, strategic assessment, and for his diplomatic approach”.

He was as member of the international arbitration practice at Dechert LLP in Washington, D.C. He also served as the Director of the International Affairs and Arbitration Unit for the Republic of Ecuador’s Attorney General’s Office. He acted as a legal consultant for the International Centre for Settlement of Investment Disputes (ICSID) in Washington, D.C., and as regional director for the Latin American Development Corporation, where he coordinated the committee in charge of drafting the Arbitration Law of Ecuador.

Mr Galindo has significant teaching experience in the areas of dispute resolution, international investment, and arbitration law. He has authored numerous publications and articles related to arbitration and international investment law.

Currently, he is an Adjunct Professor at Georgetown University Law Center, with a course on Advanced Topics in International Investment Arbitration and Adjunct Professor of Practical Aspects of Arbitration (Spanish course) at American University Washington College of Law.

Mr Galindo has represented sovereign states in international and regional forums: the United Nations Conference on Trade and Development, UNCTAD; the United Nations Commission on International Trade Law, UNCITRAL.

Member of the Court of the ICC International Court of Arbitration and arbitrator in various arbitration centres in Latin America. In September 2021, he was appointed to the list of arbitrators under the ICSID Convention.

My main areas of expertise related to UNIDROIT work include international commercial contracts, international civil proceedings and private international law.

Derek was permanently appointed to the Supreme Court (now renamed the High Court) as a Judge, with effect from 1 November 2017. This after being in private practice for nearly thirty years. His main interest areas and focus areas are in commercial law, with a particular interest in Private International Law.

Derek has already used the UNIDROIT Principles and the UNIDROIT Model Clauses in several commercial High Court judgments since June 2022. He has benefitted immeasurably from being exposed to the workings of UNIDROIT.  Put in another way, “my eyes have been opened”.

Derek has used the UNIDROIT Principles and the UNIDROIT Model Clauses as an interpretive aid by way of application in several judgments that have since been reported as precedent jurisprudence in South Africa. He has also effectively utilised the UNIDROIT Principles and the UNIDROIT Model Clauses to supplement domestic law in his judgments by referencing the Constitution of the Republic of South Africa.

Antenor Madruga is a founding partner of the law firm Madruga BTW and recognised as a leading Brazilian lawyer in complex litigations and negotiations involving government criminal and administrative proceedings, particularly in multijurisdictional cases. He was the lead counsel in several of the major white-collar cases in Brazil. He is currently a member of the Self-Regulation Board of the Brazilian Federation of Banks (FEBRABAN). In his former career as a Federal Attorney, Mr. Madruga occupied several positions in the Brazilian government, among them: Director of the Department of Assets Recovery and International Legal Cooperation of the Ministry of Justice, Coordinator of the National Strategy Against Money Laundering (ENCCLA); Board of the Brazilian Financial Intelligence Unit (COAF); and National Secretary of Justice. Ph.D. in International Law.

Full Professor at the Department of Law at the Federal University of Espírito Santo -UFES. Professor of the Master’s Program in Procedural Law at UFES. Postgraduate in International Economics and Finance and PhD in Law and International Relations from the University of Barcelona. Member of the American Association of Private International Law – currently holds the position of Vice President of Communication and Publishing. Member of the Brazilian Academy of International Law; the Brazilian Association Elas no Processo; the Brazilian Association of Procedural Law; and the Brazilian Association of Women in the Legal Career. Member of the International and Latin American Networks of International Civil Procedure. Coordinator of the Research Group and the Jurisprudence Observatory – Labyrinth of the Codification of International Civil Procedural Law. Researcher in the project “Keys for Digital and Algorithmic Justice with a Gender Perspective. Practice Areas: Public International Law. Private International Law. International Civil Procedural Law. Comparative law. International Trade Law. Theory and Comparison between Systems. Main areas related to the work of UNIDROIT: Civil Procedure; ELI Model European Rules of Civil Procedure; ALI/UNIDROIT Principles; Best Practices for Effective Enforcement; Cross-Border Investment; Law and Technology; Arbitration; Intellectual Property and other subjects.

Mr Gama Jr. is a Brazilian lawyer and arbitrator. Currently, he holds the position of Adjunct Professor at the Pontifical Catholic University of Rio (PUC-Rio), where he teaches Private International Law and International Commercial Arbitration. He is a correspondent of the UNIDROIT since 2016 and a member of the CISG Advisory Council. Mr Gama Jr. acted as counsel and arbitrator in more than 100 cases, under the rules of ICC, LCIA, UNCITRAL and Brazilian arbitral institutions. His experience includes corporate law, M&A transactions, shareholders agreements, major construction contracts, built-to-suit contracts, insurance disputes, international sale of goods, services, consulting, joint-ventures and transfer of technology. He has authored a number of books and articles related to the UNIDROIT Principles. In 2016, Lauro lectured at the Hague Academy of International Law on the topic of “The UNIDROIT Principles as the law applicable to commercial contracts”, which was published in vol. 406 of the Collected Courses.

Lauro participated in the UNIDROIT working groups which produced the UNIDROIT Principles of International Commercial Contracts, 3rd edition (2005-2010), and the Model Clauses for the use of the UNIDROIT Principles (2012-2013). Moreover, he worked on the Portuguese version of the Black Letter rules of the 2016 UNIDROIT Principles, and was one of the five experts who collaborated with UNCITRAL, HCCH and UNIDROIT to develop the “Legal Guide to Uniform Instruments in the Area of International Commercial Contracts, with a Focus on Sales”, which was published in 2021.

Mr Fontoura Costa researches and teaches International Business Law and Comparative Law at the University of São Paulo. He focuses on issues such as: (i) arbitration; (ii) civil procedure; (iii) commodities production and trade; (iv) company law; (v) contract law and clauses; (vi) energy; (vii) information technologies; (viii) infrastructure; (ix) intellectual rights; (x) negotiable instruments; and (xi) transport law. He also acts as lawyer and arbitrator.

Mr Ferro Catapani is a Federal Judge and Professor at the Federal University of São Paulo. He has experience in research and teaching of commercial law and financial market regulation. His main areas of expertise related to the work of UNIDROIT, include: (i) legal structure of agricultural enterprises; (ii) capital markets and banking law; (iii) bank insolvency; (iv) netting; (v) factoring; (vi) franchising; (vii) leasing; (viii) negotiable instruments; (ix) security Interests.

Fabio holds a PhD (summa cum laude) in Civil Law, with research on secured transactions and security rights, from Université Panthéon-Assas (Paris 2) and University of São Paulo, Brazil.

He is lawyer in Brazil, acting in the field of real estate law and financing, including receivables financing through the capital markets for the real estate industry.

He was also a delegate of Brazil in UNCITRAL Working Group VI (Security Interests) and he has assisted multiple organizations and governments in drafting secured credit and public registries’ reforms, including in Angola, Brazil, Madagascar, Mozambique and São Tomé and Príncipe.

Professor Sheelagh McCracken is Professor of Finance Law at the University of Sydney, Australia and a Fellow of the Australian Academy of Law.

She has lectured on finance law in various centres in Australia and around the Asia-Pacific region, including Singapore, Hong Kong, Beijing and Tokyo. She writes and speaks regularly on secured transactions law, focusing in particular on the development, operation and application of personal property securities legislation in Australia.

A graduate of the University of Cambridge, she obtained her PhD from the University of Sydney, which was subsequently published in the UK as The Banker’s Remedy of Set-Off and is currently in its third edition. Other major publications include a standard Australian text, Everett & McCracken’s Banking and Financial Institutions Law which she has co-authored since its first publication over 30 years ago and is now in its 9 th edition.

Professor of Space Law and Emeritus of International Law, Sapienza University of Rome. Vice-President of Italian Society for International Organization (SIOI). Chairman of European Centre for Space Law (ECSL/ESA). General Counsel of International Astronautical Federation (IAF). Member of the Advisory Council of European Space Policy Institute (ESPI). Senior Legal Advisor of Italian Space Agency (ASI).

Legal Expert at Italian Ministry of Foreign Affairs. Italian Delegate to the 2001 Cape Town Diplomatic Conference for the Adoption of the UNIDROIT Convention on International Interests in High Value Mobile Equipment and Protocol on Matters specific to Aircraft Assets.

Chair of the Committee of Governmental Experts for the preparation of a Protocol to the Cape Town Convention on Matters specific to Space Assets (2003-2012). Chair of the Committee of the Whole of the 2012 Berlin Diplomatic Conference, which adopted the Protocol.

Since 2013, Chair of the Space Preparatory Commission, set up as Provisional Supervisory Authority for establishing the International Registry for Space Assets under the guidance of UNIDROIT General Assembly. Since 2010, UNIDROIT correspondent for Italy.

Italian delegate to UNCOPUOS, since 1997. Chairman of Legal Subcommittee (2004-2006) and Co-chair of Expert Group on Regulatory Regimes of the Working Group on Long-Term Sustainability of the Outer Space Activities (2010-2018).

Since 2007, Italian delegate to the Council of the EU for the Negotiation of the International Code of Conduct on Outer Space Activities (ICoC). Chair of the multilateral negotiations on ICoC held at the United Nations (New York, 2015).

Member of two UN Group of Governmental Experts on Outer Space Transparency and Confidence-Building Measures (TCBMs, 2011-2013), and on Practical Measures for the Prevention of an Arms Race in Outer Space (PAROS, 2018-2019). Member of the Specialized Panel of Permanent Court of Arbitration pursuant to Optional Rules on Disputes relating to Outer Space Activities.

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.

Irini Stamatoudi is a Law Professor at the University of Nicosia (Cyprus) and a lawyer at the Supreme Court of Athens (Greece). She is specialised in Copyright and in Cultural Heritage Law. She holds degrees from the University of Athens – Greece (Law Degree) and the University of Leicester – UK (LL.M., Ph.D.). From 2007 – 2018 she was the General Director of the Hellenic Copyright Organisation (competent governmental organisation for copyright matters). She has taught at the Law School of the University of Leicester, on the joint LL.M. of the University of Turin, ILO, and WIPO, at the International Hellenic University, at the Academy of the World Intellectual Property Organization and on several other academic courses. For many years she acted as a legal counselor to the Ministry of Culture on issues of illegal trafficking of antiquities where she handled the famous return cases of masterpieces from the J. P. Getty Museum (in Los Angeles) and from the Leon Levy & Shelby White collection (NY). Since 1999 she has participated in several negotiation committees on the issue of Parthenon Marbles and is currently a member of the Ministry of Culture Advisory Committee on the Parthenon Marbles. She has published thirteen books in copyright and in cultural heritage law in Greece and abroad and several articles in academic journals worldwide. Some of her writings are considered internationally works of reference (e.g., I. Stamatoudi, Multimedia products as copyright works, Cambridge University Press, 2002, (reprint in paperback in January 2008, Kindle Edition 2010); I. Stamatoudi, Cultural Property Law and Restitution. A Commentary to International Conventions and European Union Law, Edward Elgar Publishing, Cheltenham (UK) – Northampton (US), 2011, I. Stamatoudi and P. Torremans (eds), European Union Copyright Law. A Commentary, Edward Elgar Publishing, Cheltenham (UK) – Northampton (US), 2014, and 2021 (2nd ed.)).

Main areas of expertise:

A. Substantive law: contracts; fiduciary relationships and trusts; secured transactions; commercial law generally and transnational commercial law in particular; company law; financial services. B. Private international law (conflict of laws). C. International civil procedure. D. Arbitration.

Correspondent of UNIDROIT since 1998 Attorney since 1978, specialist in international road transport law and transport insurance la w. Doctor in Law. Thesis, concerning liability of the carrier (cum laude). Member of the Spanish Royal Academy of Law. Vice-president of the Committee on Legal Affairs of the International Road Transport Union (IRU, Geneva, Switzerland) Chairman of the “ad hoc” Working Group for the updating of the IRU 1976 model of CMR consignment note, which was approved by IRU in 2007. Member of the International Legal Assistance Network agreed by the IRU. Consultant to the United Nations in traffic and road transport international conventions. Member of the Board of Directors and President of the Working Group “Transport Insurance” in AIDA (International Association of Insurance Law), Spanish section – SEAIDA. Lecturer in various University Master degrees (postgraduate courses) and speaker in various national and international congresses on Transport Law, transport insurance, etc. Author of several books (including the first book in Spain dealing with the whole CMR Convention) and hundreds of articles about Transport Law, Transport Insurance and other transport related activities. Member of the Editorial Staff of the legal journal European Transport Law (Antwerpen, Belgium). Sanchez-Gamborino’s opinions have been quoted several times as legal literature by Spanish Courts of Justice when deciding transport cases. Speech (November 2008) before the Spanish Parliament when National Transport Law, now in force, was being worded. His opinions quoted in the Bulletin of the Spanish Senate (September 2009). As to his relationship with UNIDROIT , his texts published several times in the Uniform Law Review (nr. 2001-3, pp. 643-648; nr. 2006-3, pp. 677-682; nr. 2016-4, pp. 561-573) and attended meetings at Rome, such as when drafting the CRTD (Convention on the civil liability for damages on the transport of dangerous goods), May 1986, jointly with the Delegation of IRU.

Ben Schuijling’s expertise spans the broad field of business law, with an emphasis on secured transactions, restructuring and insolvency. In relation to the work of UNIDROIT his areas of expertise include security interests, factoring, leasing, commercial contracts, agency and intermediated securities.

Prof. (Dr.) Sandeepa Bhat is working as a Professor of Law and Director of Centre for Aviation and Space Laws at National University of Juridical Sciences, Kolkata. He has the teaching and research experience of nearly twenty years. He was a University First Rank holder with double gold medals for his LL.M. and a University Third Rank holder with gold medal for top-scoring his college during LL.B. His five Major Research Projects are sponsored by World Bank, ISRO, the WB Judicial Academy, Ministry of Justice and Ministry of Environment, Forest and Climate Change. Apart from being UNIDROIT Correspondent for India, he has the distinction of being a member of the American Society of International Law, International Academy of Space Law, and the International Institute of Space Law. Dr. Bhat has published eight books and more than fifty five articles in the journals of international and national repute. He has presented over hundred and forty research papers in the international and national conferences including the coveted International Astronautical Congress, as well as in international conferences held at Jakarta, Seoul, Sharjah, Singapore, Changsha, Paris, Austin, Southampton and Cambridge. He also has the distinction of being a member of Indian Space Research Organization’s Expert Group for drafting the National Space Act for India.

Bruce Whittaker is an Honorary Senior Fellow at Melbourne Law School, University of Melbourne. Before joining the Law School, Bruce was for many years a lawyer and partner at law firm Ashurst.

Bruce’s legal expertise is in the field of banking and finance law, with a particular focus on secured transactions law.

Bruce has been involved in a number of UNIDROIT projects. He was a member of the Australian delegation to UNIDROIT that developed and settled the text of the MAC Protocol to the Cape Town Convention. He continues to represent Australia as a member of the Preparatory Commission that is tasked with the implementation of the MAC Protocol, and in that context is chair of the drafting committee for the development of the regulations that will underpin the operation of the Register. Bruce is also a member of the expert working groups that have been established by UNIDROIT to develop its proposed Model Laws on Factoring and Warehouse Receipts. He is the co-chair of the drafting committee for each of these Model Laws.

Bruce has honours degrees in law and arts from the University of Melbourne.

My main areas of expertise related to the work of UNIDROIT are Capital Markets, Security Interests and Commercial Contracts

Ergun Özsunay graduated from the Istanbul University Faculty of Law in 1957 and joined the faculty staff. As a research assistant he studied with Alfred F. Conard and E. Allan Farnsworth (visiting professors, 1957-59). He attended graduate studies at Harvard Law School in 1959/60 (LL.M.). He obtained his PhD degree at Istanbul University (1961). In 1962 and 1963 he attended “Faculté International pour l’Enseignement de Droit Comparé” (“Diplome de Droit Comparé” and “Diplome d’Etudes Supérieures de Droit Comparé”) in Strasbourg. Then he studied at Max Planck Institut für auslaendisches-und internationales Privatrecht” for his Habilitationsschriftı (1965/66). He was appointed full professor of law for Civil Law and Comparative Law at Istanbul Uni. Faculty of Law and elected as the Director of the Institute of Comparative Law in 1978. He was active in the AIDC and AISJ (former president). After his retirement Prof. Özsunay served as a member of the Turkish delegations in UNCITRAL and DH-BIO (CoE). At present he teaches Civil Law (Contracts and Specific Types of Contracts, Torts (Civil Liability), Secured Transactions, comparative competition law, and International Arbitration and the US legal system). He has written several books and works on these topics.

Prof. Özsunay represented Türkiye in the following diplomatic conferences: “Convention on Agency in the International Sale of Goods” (1983); “Convention on the Applicable Law to Contracts for the International Sale of Goods” (1985); “Unidroit Conventions on International Factoring and International Financial Leasing” (1988), and in several Working Groups in UNCITRAL (II, III, VI).

He continues his activities in the following international organizations: “International Academy of Comparative Law (AIDC/IACL) (membre titulaire); “International Association of Legal Science” (A.I.S.J./IALS); “UNIDROIT” (correspondent member); “Deutsche Gesellschaft für Rechtsvergleichung” (correspondent member);“International Association of Procedural Law”; UNCITRAL WG II (Arbitration-Conciliation, until 2019); WG III (Online Dispute Resolution, and Investor-State Dispute Settlement) (until 2019); CoE: DH-BIO” (until 2019).

I am a lawyer and notary; Master in International Trade; Career Ambassador of the Diplomatic Service of El Salvador; Professor of Private International Law, Public International Law and Integration Law; Rapporteur on Private International Law when I was a Member of the Inter-American Juridical Committee of the OAS for 16 years; author of several articles on private international law; lecturers at various American Universities on issues of private international law; Panelist on the Vienna Convention on the International Sale of Goods at the UNCITRAL/UNCITRAL headquarters; Member of IHLADI (Instituto Hispano Luso Americano de Derecho Internacional); Founding Member of ASADIP (American Association of Private International Law); member of AMEDIP (Mexican Association of Private and Comparative International Law).

Dhafer DRIDI is a Lecturer at the Faculty of Law and Political Sciences of the University of Tunis. He teaches international contract law to the students of the master’s programme in International Business Law.

Dhafer is also an attorney in Tunisia, having practiced law since his admission to the Tunisian Bar in 2005. He is currently the proprietor of a law office in Tunis that offers legal services in several areas, such as arbitration, private international law, corporate law, banking and finance.

Dhafer has authored numerous academic articles published in local and regional revues and books. Dhafer has been invited as a speaker to several symposia and events addressing significant legal issues relating to arbitration and private international law. He is a native speaker of Arabic and a fluent speaker of French and English.

Dhafer has held a number of positions in academic, research, and civil society organisations. In particular, he was a trainer at L’Institut Supérieur de la Magistrature (The Higher Institute of the Judiciary), L’Institut Supérieur de la Profession d’Avocat (The Higher Institute of the Legal Profession), and L’Ecole Nationale des Finances (The National School of Finance).

Dhafer was a member of the research commission at the University of Versailles Saint-Quentin-en-Yvelines – University of Paris-Saclay and a member of the translation team of the Diplomatic Conference which adopted the Aircraft Protocol under the auspices of UNIDROIT. He is a vice-president of the Tunisian Association for ADR.

Dhafer participated in several academic trainings and summer programmes offered by globally-renowned institutions abroad. He was a visiting researcher at UNIDROIT from December 2007 to January 2008 and an independent researcher at the same institution from November to December 2005. In the summer of 2006, he took the summer course at The Hague Academy of International Law. In the summer of 2007, he took part in the intensive training offered by the International Training Centre for Human Rights and Peace Teaching in Strasbourg. Over the same summer, he also took the summer course of the Human Rights Institute in Strasbourg.

Allan M. Mukuki, PhD Candidate (Navarra, Spain), LLM (Groningen, Netherlands), PGDip (KSL), LLB (Hons) (UoN), ACIArb (London), Advocate of the High Court of Kenya .

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.

• 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)

[email protected] +507 370 4155

Lawyer and Notary Public dedicated to the area of corporate and international business law, founder of Iurisconsulti, Abogados y Notarios. Attorney-at-law and Notary Public with a Degree in Juridical and Social Sciences graduate from Francisco Marroquin University (Guatemala City, Guatemala). Masters of Law LL.M graduate from Columbia University (New York City). Arbitrator in several arbitrations carried out in Guatemalan arbitration centers and abroad. Professor of General Contract Theory, Commercial Contracts, and International Businness Law at the Faculty of Law of the Francisco Marroquín University. Expert witness in Guatemalan law in several cases before USA courts. Associate member of the International Academy of Comparative Law. Guatemalan expert appointed within the project of the Organization of American States (OAS) for the drafting of the “Guide on Applicable Law for International Commercial Contracts in the Americas” (2017). Guatemalan expert appointed within the Lucerna Project of the Hague Principles on the choice of applicable law in the field of International commercial contracts (2017). Guatemalan correspondent of the International Institute for the Unification of Private Law (UNIDROIT 2022). Member of the group that participated in the translation of the English version into Spanish of “Unidroit Principles on International Commercial Contracts”, Edited by the International Institute for the Unification of Private Law (Unidroit) Rome, Italy (2018). Observer in several meetings of the United Nations Convention on Contracts for the International Sale Of Goods, Advisory Counsel (CISG-AC) (2015-2022). Guatemalan delegate to the United Nations Commission for International Trade Law (UNCITRAL) (2014-2015; 2021-2022). Member of the group that worked in the drafting of the Principles of Latin American Contract Law (2015-2017). Full member of The Asociación Americana de Derecho Internacional Privado (American Association on Private International Law).

Doctor of Law, Professor at Private International Law Department of the Institute of International Relations of Taras Shevchenko National University of Kyiv. Oleksandr Biryukov successfully defended in Kyiv National University dissertations on Comparative Insolvency in 1999 and on Cross-Border Insolvency in 2010.

He is a proven legal consultant with extensive experience working in international projects in Ukraine funded by USAID, TACIS/European Commission, the World Bank, WTO, EBRD, DFID etc. He participated in drafting the Model Laws for CIS on Securities Market (1998-2000) and the Discussion paper in the frame of preparation of the Model law on Insolvency of Banks for CIS (2003-2004); was a member in the Governmental Delegation of Ukraine at Diplomatic conference convened in 2008 by Switzerland Confederation to discuss and adopt UNIDROIT Convention on Intermediated Securities (now is Geneva Securities Convention).

Dr. Biryukov is a bankruptcy specialist, scientist, consultant to the IMF (Ukraine, 2017-2018) and the World Bank (Kazakhstan, 2012-2018). Being a member to the World Bank Insolvency and Creditor/Debtor Regimes Task Force he was involved in preparation of the Report on the Treatment of the Insolvency of Natural Persons.

Prof. Biryukov teaches a number of private law university courses, including Private International Law, Bankruptcy, Cross-Border Insolvency, Comparative Securities Law and other.

He is a Fulbright Scholar (New York University School of Law, USA, 2000-2001). In 1996 Biryukov conducted a research at UNIDROIT and in 2009 received a grant from INSOL International to carry out research in the field of comparative and international bankruptcy.

He authored a number of publications, including a book Law and Legal System of Ukraine (JURIS Publishing Inc., 2005), a chapter Recent Bankruptcy Law Developments in Ukraine in Contemporary Issues on Public International and Comparative Law (Vandeplas Publishing Co., 2009), a brochure Research Guide to Ukrainian Law (NYU Globalex Journal, 2006), and more than 120 publications devoted to private law reform in Ukraine.

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.

Suzanne Howarth is an Australian legal practitioner admitted to legal practice in New South Wales, the Australian Capital Territory as well as in England and Wales. Suzanne holds undergraduate and graduate law degrees from the Universities of Sydney and Melbourne, is a graduate of the Australian Institute of Company Director and an accredited mediator.

Suzanne joined the Australian Public Service in 1992. Before joining the Service, Suzanne worked with two major law firms in Sydney and in the City of London in the areas of insurance, international trade, and dispute resolution.

Since 2020, Suzanne has been an Executive Member of the International Law Section of the Law Council of Australia. For over two decades, Suzanne has worked as a senior Australian Government lawyer in various Australian central government agencies as well as the Australian Competition and Consumer Commission. Suzanne’s areas of expertise include government and public administration, competition and consumer law, corporate law, public and international law, trade and investment, taxation, and the regulation of not for profits.

Juliana is a lecturer in Private International Law at the Universidad Carlos III de Madrid. Her main areas of research and teaching are international trade law, European competition law and international family law. In relation to the former, she is the author of 3 monographs, one of them on “Régimen jurídico de la abogacía internacional” (2003), another on “Abordaje marítimo y litigación internacional” (2007) and the third one on “Contratos internacionales de distribución comercial en el Derecho Internacional Privado de la Unión Europea” (2013). She has also published on international factoring contracts, international insolvency and international commercial and investment arbitration. With regard to European competition law, she is co-author of the monograph “La doctrina de las infraestructuras esenciales en Derecho antitrust europeo” (2012) and has also written on other issues related to this subject, such as the influence of Big Data on anti-competitive behaviour. Finally, within the last line of research mentioned, she is the author of a fifth monograph on ” Relaciones económicas de los matrimonios y las uniones registradas en España, antes y después de los Reglamentos (UE) 2016/1103 y 2016/1104″ (2019) and has publications on international successions and free movement of persons, among other subjects. She has been Commissioner of the Ministry of Foreign Affairs, European Union and Cooperation of the Government of Spain, as delegate of Spain at the 51st Session of UNCITRAL and is a Member of the European Association of Private International Law – EAPIL- and has been part of the working group of this association created to draft the future European Regulation on Real Rights. Her current research focuses on the legal issues raised by new technologies, including intellectual property rights in the metaverse and digital assets.

Maria Hook is an Associate Professor at the University of Otago (Faculty of Law). Her main area of expertise is private international law, particularly in the New Zealand context. She is a joint author of The Conflict of Laws in New Zealand (LexisNexis, 2020).

Dr. Radwa Elsaman’s area of expertise includes commercial law, international comparative law, international sustainable development and the rule of law. She focuses mainly on the MENA region. In addition to being an Assistant Professor of Law at Cairo University in Egypt, she has lectured and conducted academic research at prominent universities throughout the United States, such as Cornell University School of Law and Boston University School of Law, and the Central European University in Europe.

With 20 years of experience, Dr. Elsaman is well known for assisting governments and private sector entities with legal and institutional reform. She has consulted for USAID on projects, including Automating Economic Courts in Egypt and Economic Stabilization Support for Syria. With the IDLO, she advised on Strengthening the Capacity of National Partners in Economic Laws and Capacity Building of Jordanian judges. Similarly, she advised the European Investment Bank on Improving Access to Finance by Facilitating SMEs’ Business Expansion. Moreover, she acted as a legal expert at the EU Euromed Justice Project. With the World Bank Group, she consulted on land and property projects in MENA. She was also engaged with other organizations, including the GIZ and the AFD. Between 2006 and 2015, Dr. Elsaman worked for international law firms, including Dentons and DLA Piper, where she represented clients in regulatory and transactional matters.

Her publications have appeared in worldwide-law journals. Currently, she contributes to the Cambridge Handbook on Comparative Law. Her book on “Comparative Franchising Law: United States, China, Malaysia, MENA Region” has been chosen as one of the six best books on franchising globally. She is a member of various professional global unions and is licensed to practice law in multiple jurisdictions. She got her LL.B. from Cairo University School of Law; an LL.M. from the IMO’s International Maritime Law Institute, a second LL.M. and J.S.D (PhD in Law), from the American University Washington College of Law.

Stefan Vogenauer has been teaching an intensive masters course in ‘Global Commercial Contract Law’ as a Senior Research Fellow at the University of Melbourne since 2012. He also taught the BCL/MJur options ‘Transnational Commercial Law’ and ‘International Commercial Arbitration’ at the University of Oxford, where he served as Professor of Comparative Law and Director of the Institute of European and Comparative Law from 2003 to 2015. He has taught and lectured widely in many European countries and has held Visiting Professorships at NYU Law School, the University of Auckland, the University of Paris 2, the University of Texas at Austin, Louisiana State University, National Taiwan University and National Law University Delhi.

Apart from legal history, his main research interests are in comparative private law, contract law and transnational commercial law. He is an expert in contract law where he has worked extensively on national laws (English, French and German) and on comparative, European and transnational aspects. He is the sole editor of the Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd edn, Oxford University Press 2015), a standard reference work in the field. He is also a co-author of the leading student textbook in comparative contract law, the Ius Commune Casebook for the Common Law of Europe: Cases, Materials and Text on Contract Law (3rd edn, Hart Publishing 2019). His co-authored monograph on contracts written in English but governed by another law (Englisch als Vertragssprache) was published with CH Beck in 2018.

From 2017, Professor Vogenauer served as a member of the panel of experts for the drafting of the ‘tripartite’ Legal Guide to Uniform Instruments in the Area of International Commercial Contracts, with a Focus on Sales, published jointly by UNCITRAL, the Hague Conference and UNIDROIT.

Prof. Amnon Lehavi (J.S.D, LL.M, Yale) is Full Professor at the Harry Radzyner Law School, Reichman University, Israel, and former Dean of the Law School (2016-2021). He acts as Academic Director of the G City Real Estate Institute at Reichman University. Prof. Lehavi is a member of UNIDROIT’s Exploratory Expert Group on “Private Art Collections: Orphan Objects.” He also served as Co-President of the Law Schools Global League (2018-2021). Prof. Lehavi was a visiting professor at the University of Toronto (Canada), University of California, Berkeley (USA), Tilburg University (the Netherlands), KU Leuven (Belgium), and Luiss University (Italy).

An expert on property law, urban law and policy, cultural property, international economic law, and law and globalization, Prof. Lehavi is the author of Property Law in a Globalizing World (Cambridge UP, 2019) and The Construction of Property: Norms, Institutions, Challenges (Cambridge UP, 2013), and the editor of Disruptive Technology, Legal Innovation, and the Future of Real Estate (Springer, 2020), One Hundred Years of Zoning and the Future of Cities (Springer, 2018), and Private Communities and Urban Governance: Theoretical and Comparative Perspectives (Springer, 2016).

Email: [email protected]; Twitter: @Alehavi; ORCID iD: 0000-0002-7976-9546.

My areas of interest: I have been a member of the Working Group preparing the UNIDROIT Principles of International Commercial Contracts 2010 and 2016. Apart from the law of obligations in comparative and historical perspective I am very interested in the law of succession, also in historical and comparative perspective. Today, in fact, the law of succession is the main focus of my work.

I discovered UNIDROIT’s work through the study on Transport Terminals [when writing on OTT UN Convention (1991)]. Afterwards the Principles on International Commercial Contracts (Chapter 6, within a volume devoted to the Principles under my coordination, and Chapter 9.1, in Bonell Fs). I directed (and still I am mentoring) Master’s and PhD students’ research to deep in documents ending up in ULIS, to get a better CISG understanding on different CISG Articles (e.g., 7, 25, 78 and 79). With a group of students, we translated to Spanish the Guide to International Master Franchise Arrangements 1st. edition. Lastly, with a group of University colleagues and other bank experts we sent comments on Model Law on Factoring and on Principles on Digital Assets within the last four months or so. Apart from UNIDROIT’s works, but on international trade law area, I have had the benefit to represent Spain in UNCITRAL (1989-2014). There, I chaired the Plenary (1994) and two working groups: NIEO (1993-1994, while drafting Model Law on Procurement of Goods, Construction and Services, 1994) and the one on International Contract Practices (1995-2001) during the Convention on Assignment of Receivables on International Trade (2001) preparation. I was member of the Spain Delegation in Working Group V, dealing with Insolvency Law (2001-2014), and Working Group III (2001-2008) when drafting Rotterdam Rules. Consequently, my publications are within that ambits. In Spanish Law I wrote on Companies, Commercial Registry, Loans (with particular attention to interests’ debt in it and in other credit contracts, also on lack of timely payment). I was granted (DAAD, A. v Humboldt S. and Salvador de Madariaga) to research periods (three years in a sum) in MPI (Hamburg). I coach my University students’ teams to Willem C Vis International Commercial Arbitration Moot and to MOOTmadrid.

Walter Doralt has his main research interests in Civil Law, European Private Law, and Company Law, with methods drawing on Comparative Law (Austria, Germany, England, France, Italy and Switzerland) as well as Law and Economics. His habilitation (Bucerius Law School) dealt with Long Term Contracts.

María Belén Moreno is an upcoming lawyer focusing on international commercial and investment arbitration cases. She works in the Dispute Resolution Department, mainly representing national and international clients in commercial arbitrations before the Centro de Arbitraje y Mediación Paraguay (CAMP), Paraguay’s only arbitration institution, and in ad hoc arbitration proceedings. Belén is a newly admitted member to the Arbitrator list of CIACBLP (Centro Internacional de Arbitraje – Cámara de Bélgica y Luxemburgo en el Perú). She was a part of the National University of Asuncion´s commercial arbitration moot team as an oralist, receiving an honorable mention at the Willem C. Vis International Commercial Arbitration Moot in 2015. Ever since, she has been coaching the University´s moot teams in the Latin America moot and the Willem C. Vis Moot. Belen has an LL.M. from Georgetown University and has graduated with academic honors as part of the Dean’s List 2020. She also earned a Certificate in International Arbitration and Dispute Resolution.

Fabián is a Senior Associate in the area of Litigation and Arbitration.

His practice focuses on Construction and Infrastructure Law, Public-Private Partnerships, Concessions, Public and Private International Law, Free Trade and Investment Treaties, International Contracting, Civil, Corporate, Administrative, and the resolution of disputes through Domestic and International Arbitration and Dispute Boards in the aforementioned areas of law. Fabián works on disputes related to the sectors and/or industries of construction and infrastructure, airports and ports, insurance, banking and finance, energy, and foreign investment.

Fabián has large experience advising and/or representing government agencies and companies in domestic and international arbitrations under different arbitration rules (ICC, UNCITRAL, LCIA, ICSID, etc.).

Fabián completed an internship at a law firm in Chile in the area of International Contracts and International Arbitration. He completed a period of training and academic research on the relationship between International Investment Arbitration and the law and jurisprudence of the World Trade Organization, specializing in non-discrimination clauses in both their substantive and procedural form in international economic law, at the Max Planck Institute for Comparative Public Law and International Law in Heidelberg, Germany as part of his LL.M.

Fabián is Arbitrator and Secretary of Arbitral Tribunal of the Conciliation and Arbitration Center of Tegucigalpa Chamber of Commerce and Industry. He is also Arbitrator of the Arbitration Center of México (CAM), Ibero-American Arbitration Center (CIAR), Institution for the Resolution of Disputes on Blockchain and Technology (IBT) and is part of the list of potential Arbitrators of the General Secretariat of the Madrid International Arbitration Center (CIAM). He has had experience for several years as a professor and participates regularly as a participant as well as speaker or lecturer in forums, colloquiums, training courses and international workshops on different subjects. He is fluent in Spanish, English and French. Basic knowledge of German (level A1 CEFR).

My main areas of expertise related to the work of UNIDROIT include international commercial contracts and secured transactions, as well as international civil procedure and private international law.

Dyalá Jiménez is a Costa Rican national who specializes in conflict resolution. She is frequently appointed as arbitrator in international treaty-based and contract-based disputes, both under institutional rules and ad hoc procedures. She is also trained in mediation by ICSID/CEDR and acts as conciliator in local complex disputes.

She is a member of the ICSID panel of conciliators and arbitrators for Costa Rica and of the ICC International Court of Arbitration. Dyalá is also a member of the International Council for Commercial Arbitration (ICCA) Governing Board.

In terms of her academic background, she is a Fulbright Scholar and alumnus of Georgetown University Law Center (LLM ‘99) and is author of numerous publications (visit www.djarbitraje.com). She has teaching experience in Costa Rica (Lead University, 2017) and in Chile (Universidad de Chile undergraduate and the Heidelberg/Universidad de Chile LLM Program, from 2004 to 2013). Dyalá is also the correspondent for Costa Rica of the International Institute for the Unification of Private Law, UNIDROIT.

From 2018 to 2020, Dyalá served as Minister of Foreign Trade of Costa Rica and in such capacity was charged with public policy on exports and foreign direct investment. In that role, she also led the country’s efforts to become the 38th member of the OECD, which included passing 14 laws of varied complexity and sensibility. During those two years Dyalá had to tackle a diversity of disputes including frictions with trade partners, obstacles in land transportation, challenges arising out of the Pandemic, strike on the ports, among others.

Dyalá is a member of the board of directors of Costa Rica’s investment promotion agency, CINDE, and served on the board of the local Chamber of Commerce.

Dyalá has lived in Washington, DC, Paris and Santiago (Chile) and works in Spanish, English, French and Portuguese.

Doctor of Law and Social Sciences, University of the Republic (1978); Professor of Private International Law at the University of the Republic (1984-) and at the Catholic University of Uruguay (1994-2017); Member of the Uruguayan Institute of Private International Law (1984-) and Director (2017-2021); Professor at the Uruguayan Centre of Judicial Studies (2017-). Visiting professor at several universities and institutions in foreign countries, professor at the Hague Academy of International Law (2015).

Author of 26 books and 175 chapters in books and articles published in Uruguay and abroad. Some of the main ones are La Autonomía de la Voluntad en la Contratación Internacional, Montevideo, FCU, 1991 (Thesis); Curso de Derecho del Transporte, Montevideo, coauthor Fernando Aguirre Ramírez, FCU, 8 volumes, several editions (1999-2011); Curso de Derecho Internacional Privado, Montevideo, FCU, 3 volumes, several editions (2001-2015); “Public Policy: Common Principles in the American States”, Recueil des cours, Vol. 379 (2016), Leiden/Boston, Brill Nijhoff, 2016, pp. 73-396; Legal Aspects of Cruises, Editor and author of the General Report, Ius Comparatum – Global Studies in Comparative Law, Volume 56, Switzerland, Springer, 2022; Derecho Internacional Privado. Parte General. Jurisdicción estatal y arbitral, Tomo I, 1st ed., Montevideo, FCU, 2022; Derecho Internacional Privado. Parte Especial Civil y Comercial, Tomo II, 1st ed., Montevideo, FCU, 2022; Derecho Internacional Privado. Parte Especial Civil y Comercial, Tomo III, 1st ed., Montevideo, FCU, 2022.

Lecturer and panelist in more than 150 seminars, conferences and workshops.

Research activities: Fulbright scholarship, University of California at Davis (1988); at UNIDROIT (1998); at the University of the Republic, Uruguay, and at foreign universities. Professional experience as external Consultant on Private International Law matters to several Uruguayan and foreign law firms and institutions and as arbitrator. Main areas of expertise related to the work of UNIDROIT: international contracts, international family law issues, cross border insolvency, international procedural issues, access to justice.

Mr Forrest is a Professor of Law and the Director of the Marine and Shipping Law Unit at the University of Queensland. He teaches maritime law, private international law and cultural heritage law and has a broad research interest in the unification of private maritime law. His most recent book is, with Professor Nick Gaskell, The Law of Wreck (2019, Informa Law). His current work involves UNIDROIT’S implementation of the Cape Town Convention on International Interests in Mobile Equipment, and particular, the possibility of adopting a Protocol addressing ships and maritime transport equipment. He also has an interest in cultural heritage and the current Private Art Collection’s project.

Professor Pilar Perales Viscasillas is the Chair of Commercial Law at Carlos III University of Madrid (UC3M). She acts as a national and international arbitration in commercial law disputes. Author of seven monographs in matters related to international sale of goods contracts, uniform law of international trade, commercial contract law, company law, insurance and arbitration, as well as more than 150 publications in collective and periodical works, several of them in English. Many of her publications relates to various Unidroit Legal instruments. Professor Perales Viscasillas is the current Chair of the CISG-AC (Advisory Council on the Convention on Contracts for the International Sale of Goods) (2003) and Council Rapporteur of Opinion No. 4; she was an observer in the Working Group for the preparation of the third and fourth editions of the UNIDROIT Principles on International Commercial Contracts (2010 and 2016) (2007-2010 and 2017). She has been Spanish Delegate to the United Nations Commission on International Trade Law (UNCITRAL-UNCITRAL) (2001-2014) in Working Group II on International Commercial Arbitration, and Spanish correspondent for CLOUT (2002-2017). She participated in the working group that drafted The UNCITRAL, HCCH, and UNIDROIT, Legal Guide to uniform instruments in the area of international commercial contracts, with a focus on sales. Member of the Plenary of the Centro Internacional de Arbitraje de Madrid (CIAM) and Council member of The Spanish Club of Arbitration. Member of the Executive Board of SEAIDA (The Spanish Branch of AIDA, Association Internationale de Droit des Assurances). Co-Chair of the Cátedra de Derecho Empresarial Deloitte Legal.

She is also Director of the Moot Madrid , where usually UNIDROIT Legal texts are used; and co-Director of the Master on International Advocacy (UC3M).

Bernardo is a partner at Parra Rodríguez Abogados (Colombia) with more than 35 years of legal experience. Bernardo assists national and international clients in aviation regulatory matters, structured finance transactions, M&A operations, asset-based-financing, cross-border transactions and aircraft financing transactions under the Cape Town Convention.

Bernardo represents world-leading international airlines and financial institutions. His experience includes aircraft operating and financial leases, asset purchase and sale transactions, cross-border financing transactions, private placement transactions, secured loans and issuance of notes, among others.

Bernardo has also participated in some of the major M&A and financing transactions in Colombia, such as the financing of the Medellin Metro, the acquisition of Central, North and South Cerrejón, the acquisition of Bell South assets in Colombia, the establishment of Carrefour in Colombia and the first private placement abroad by the major Colombian airline, amongst others.

Furthermore, Bernardo is a member of the Aviation Working Group (“AWG”) legal panel and legal coordinator of the AWG Colombian National Contact Group.

Bernardo is a 1986 lawyer from Universidad de los Andes (Bogotá, Colombia). In 1988 he obtained an LL.M in International Business Law from London School of Economics and Political Science in London, England.

Edgardo Muñoz is a leading voice in the field of international business law as a member of Universidad Panamericana’s law faculty in Guadalajara, Mexico, from where he frequently contributes in specialized publications and discussion forums.

Besides his academic commitments, he practices in the area of international contracting and arbitration. He sits as arbitrator in international forums and represents clients in commercial and sport proceedings. He is a Member of the Court of Arbitration for Sports [CAS] and of the Appeal Tribunal of the International Gymnastics Federation.

Edgardo Muñoz is also a Member of the CISG Advisory Council and Correspondent of UNIDROIT in Mexico.

He received his Bachelor of Laws from Universidad Iberoamericana in Mexico, and Master of Laws degree (LLM) from University of Liverpool in the U.K. and a second Master of Laws degree (LL.M) University of California in Berkeley. His Doctor of Laws degree (PhD) suma cum laude is from University of Basel in Switzerland.

Dr Teresa Rodriguez de las Heras Ballell is an Associate Professor of Commercial Law at University Carlos III of Madrid, Spain.

She is currently an Academic Visitor at the University of Cambridge, and was Sir Roy Goode Scholar at UNIDROIT in 2021-2022. The topics addressed during these appointments have been: secured transactions, effective enforcement, and digital assets.

Asset-based finance and secured transactions, specially, the international legal harmonization instruments are one of her main areas of expertise with a significant level of specialization in the Cape Town Convention system. Within this remit, she was member of the Study Group for the MAC Protocol and delegate of Spain in the Diplomatic Conference, as well as an observer and a delegate of Spain at UNCITRAL for WG VI on secured transactions.

Digital law and technology-related private-law matters (platforms, AI, data, digital assets, algorithmic contracts) are her second area of primary research, expertise, and international experience. She is delegate of Spain at UNCITRAL WG IV on ecommerce (AI in international trade), and an Expert for UNCITRAL and UNIDROIT on digital economy projects. She is also member of the European Commission Expert Group on Liability and New Technologies, the EU Expert Group for the Observatory on Online Platform Economy, and the EU Expert Group on B2B Data Sharing and Cloud Computing. She is member of the European Law Institute (ELI) Executive Committee and Council and author of the ELI Guiding Principles on Automated Decision Making in Europe, 2022.

She is an arbitrator at the Madrid Court of Arbitration and the Spanish Court of Arbitration. She has acted as an arbitrator in a variety of commercial disputes, mostly financial agreements, and banking contracts, as well as commercial contracts in general (agency, distribution, service agreements). Besides, she held a European Central Bank scholarship to prepare a report on FinTech regulation. So, she is also specialized in financial regulation.

I discovered UNIDROIT’s work through the study on Transport Terminals (when writing on Operators of Transport Terminals UN Convention). Afterwards the Principles on International Commercial Contracts (Chapter 6, within a volume devoted to the Principles under my coordination, and Chapter 9.1, in Bonell Fs, as a sequel from Assignment of Receivables UN Convention publications). I directed (and still I am mentoring) Master’s and PhD students’ research to deep in different aspects of the documents ending up in ULIS, to get a better CISG understanding on different CISG Articles (e.g., 7, 25, 78 and 79). In that documentary precedents vein one of the PHD students is digging on the documents related to Hotel Keepers and Travel Agencies. With a group of students, we translated to Spanish the Guide to International Master Franchise Arrangements 1st. edition. Lastly, with a group of University colleagues and other bank experts we send comments on Model Law on Factoring and on Principles on Digital Assets within the last four months or so.

Mr. Alvaro Galindo is an International Counsel advising on dispute resolution matters, particularly those involving Latin American jurisdictions. Currently, he is the Dean of the Law School at Universidad de las Americas and partner at Carmigniani Perez Abogados. His practice focuses on disputes between sovereign states and state-owned entities and private companies. He has been recognized by The Legal 500 Latin America and was noted in this publication as “outstandingly intelligent” and for his “incomparable capacity for coordinating, planning, strategic assessment, and for his diplomatic approach”. He was as member of the international arbitration practice at Dechert LLP in Washington, D.C. He also served as the Director of the International Affairs and Arbitration Unit for the Republic of Ecuador’s Attorney General Office. He acted as a legal consultant for the International Centre for Settlement of Investment Disputes (ICSID) in Washington, D.C., and as regional director for the Latin American Development Corporation, where he coordinated the committee in charge of drafting the Arbitration Law of Ecuador. Mr. Galindo has significant teaching experience in the areas of dispute resolution, international investment, and arbitration law. He has authored numerous publications and articles related to arbitration and international investment law. Currently, he is an Adjunct Professor at Georgetown University Law Center, with a course on Advanced Topics in International Investment Arbitration and Adjunct Professor of Practical Aspects of Arbitration (Spanish course) at American University Washington College of Law. Mr. Galindo has represented sovereign states in international and regional forums: the United Nations Conference on Trade and Development, UNCTAD; the United Nations Commission on International Trade Law, UNCITRAL. Member of the Court of the ICC International Court of Arbitration and arbitrator in various arbitration centers in Latin America. In September 2021, he was appointed to the list of arbitrators under the ICSID Convention.

Professor Mads Bryde Andersen (b. 1958) is a professor of private law at the Univer¬sity of Copenhagen. He is the author, or editor, of several books and articles in his field of contracts and obligations, intellectual property law and computer and high tech¬nology law. His authorship includes “Lærebog i Obligationsret I” (The law of Obligations, I, 5th edition, 2020), “Dansk Pensionsret” (Danish Pension Law, 2nd edition, 2017, with Jesper Mark), “Grund¬læggende aftaleret” (Basic Contract Law, 5th edition, 2021), “Enkelte transaktioner” (Commercial Transactions, 5th edition 2022), “Praktisk aftaleret” (Contract Law in Practice, 5th edition 2019), “Advokatretten” (The law of Advocates, 2nd edition, 2022, with Lars Lindencrone Petersen), “IT-retten” (The law of IT, 2nd edition, 2005) and “Ret og metode” (Legal Method, 2002). He has published numerous academic articles and anthologies. Since 2003 he has been the editor-in-chief of the most prestigious Danish legal periodical Ugeskrift for Retsvæsen, section B (The Weekly Law Report).

For a number of years Professor Andersen was the Danish delegation to UNCITRAL. From 1997 to 1998 he chaired the UNCITRAL working group on Electronic Commerce. He has been involved in a number of working groups within the OECD dealing with security and consumer issues of the information society and was the head of the Danish delegation during the OECD talks on encryption policy (1995-1996). From 2003 to 2012 he was co-chair and later chair of the Danish Guarantee Fund for Depositors and Investors.

Professor Andersen is a frequently used arbitrator in domestic and international arbitration matters and has been involved in more than 150 arbitration cases, either as chairperson, sole arbitrator or co-arbitrator.

Professor Andersen’s office address is:

UNIVERSITY OF COPENHAGEN, FACULTY OF LAW KAREN BLIXENS PLADS 16 (6A-3-26) 2300 COPENHAGEN S Denmark Mobile Phone +45 4058 0925 E-mail [email protected]

Tim Schnabel served as the U.S. head of delegation for the negotiation of the UNIDROIT Principles on the Operation of Close-Out Netting Provisions, the initial work on the MAC Protocol to the Cape Town Convention, and the Preparatory Commission for the Space Protocol to the Cape Town Convention. He led U.S. participation in several UNCITRAL projects, including the Singapore Mediation Convention, the Mauritius Transparency Convention, the Model Law on Enterprise Group Insolvency, the Model Law on Recognition and Enforcement of Insolvency-Related Judgments, and the initial work on reform of investor-state dispute settlement. He also participated in the negotiation of the Hague Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters. He now serves as the Executive Director of the Uniform Law Commission, which has worked within the United States since 1892 to draft and seek enactment of state legislation on topics for which uniformity of state law is useful and feasible. Uniform acts developed by the ULC, which have been enacted over 6,000 times by state legislatures, include the Uniform Commercial Code and hundreds of other acts related to real property, trusts and estates, family law, civil procedure, emerging technologies, unincorporated organizations, and other areas of law.

Ana Filipa Vrdoljak is the UNESCO Chair in International Law and Cultural Heritage and Professor of Law, University of Technology Sydney. She has taught international law, cultural heritage law, human rights law, and international humanitarian law in Europe, Asia and Oceania, the Americas, and Middle East. She has been Fernand Braudel Senior Fellow (2017), Marie Curie Fellow (2006-2008) and Jean Monnet Fellow (2004-2006), Law Department European University Institute, Florence. She holds a Doctor of Philosophy (in Law) from the University of Sydney.

Professor Vrdoljak is the author of International Law, Museums and the Return of Cultural Objects (Cambridge University Press, 1e 2006 and 2008, 2e forthcoming) and editor of Oxford Handbook on International Cultural Heritage Law with Francesco Francioni (Oxford University Press 2020), and Oxford Commentary on the 1970 UNESCO and 1995 UNIDROIT Conventions with Andrzej Jakubowski and Alessandro Chechi (Oxford University Press, forthcoming 2023). She is a General Editor, with Francesco Francioni, of the Oxford Commentaries on International Cultural Heritage Law (Oxford University Press) and book series, Cultural Heritage Law and Policy (Oxford University Press). She is President of the International Cultural Property Society (U.S.) and Chair of the Management Committee, International Journal of Cultural Property (Cambridge University Press).

Professor Vrdoljak is a member of UNIDROIT’s 1995 UNIDROIT Convention Academic Project (UCAP) and member of the UNIDROIT Export Group on Orphan Works. She is a member of UNESCO Expert Group preparing Model Provisions for the 1970 UNESCO Convention. She has served on expert panels for UNESCO, UNIDROIT, European Commission and the OHCHR. She has been a member of the ILA’s Cultural Heritage Committee since 2008. She has been a Barrister and Solicitor of the High Court and Federal Courts of Australia since 1997, and Supreme Court of New South Wales since 1992.

Petra is a German and New Zealand qualified lawyer. Her main areas of research are international commercial law, in particular international commercial contracts and international dispute resolution, and human rights. Currently she focuses especially on access to commercial justice issues and issues in relation to cross-border contracting by MSMEs. Petra is a law reform specialist. She has, inter alia, lead two Commonwealth projects: an inquiry into judicial diversity in Commonwealth small states and regarding international commercial arbitration in the Commonwealth. She is also the director of the Institute of Small and Micro States. The aim of the Institute is to provide a platform for research and law reform regarding issues pertinent to small states.

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.

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.

Myrte Thijssen started her career in the Legal Service of the Dutch Central Bank (Supervision and Regulation Department). From 2015-19 she worked in the Legal Service of the Single Resolution Board, providing advice in banking crises and dealing with litigation before the Appeal Panel and the Court of Justice of the European Union. She studied at the University of Amsterdam and New York University. She has taught Corporate Law and Law of Bank Crisis Management at the University of Amsterdam and the University of Bologna respectively. She has published several articles in the field of banking and financial law with a particular focus on bank resolution.

Prior to joining UNIDROIT, Michelle worked in the Department of Justice of Hong Kong, China, for over 10 years, advising and representing Hong Kong, China in various aspects of international law. Prior to that she worked in an international law firm, assisting leading companies and financial institutions in complex disputes. She has an LLB from the University of Hong Kong and LLM from New York University.