Changes from plenary report to adopted text

Added(f) ‘habitual residence’ means, for companies and other bodies, corporate or unincorporated, the place of central administration; for a natural person acting in the course of his business activity, his principal place of business;

Added(g) ‘credit institution’ means an undertaking as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council, including branches, within the meaning of point (17) of Article 4(1) of that Regulation, of credit institutions having their head offices inside or, in accordance with Article 47 of Directive 2013/36/EU of the European Parliament and of the Council, outside the Union where such branches are located in the Union;

Added(h) ‘cash’ means money credited to an account in a credit institution in any currency; [Am. 21]

Added(i) ‘financial instrument’ means those instruments specified in Section C of Annex I of Directive 2014/65/EU of the European Parliament and of the Council.

AddedCHAPTER II

AddedUNIFORM RULES

AddedArticle 3 Universal application

AddedAny law specified by this Regulation shall be applied whether or not it is the law of a Member State.

AddedArticle 4 Applicable law

Added1. Unless otherwise provided for in this Article, the third-party effects of an assignment of claims shall be governed by the law of the country in which the assignor has its habitual residence at the material time of the conclusion of the assignment contract.

AddedWhere the assignor has changed its habitual residence between two assignments of the same claim to different assignees, the priority of the right of an assignee over the right of another assignee shall be governed by the law of the habitual residence of the assignor at the time of the assignment which first became effective against other third parties under the law designated as applicable pursuant to the first subparagraph.

Added2. The Notwithstanding paragraph 1 of this Article, the law applicable to the assigned claim shall govern the third-party effects of the assignment of:

Added(a) cash money credited to an account in a credit institution;

Added(b) claims arising from financial instrument instruments.

Added3. The assignor and the assignee may choose the law applicable to the assigned claim as the law applicable to the third-party effects of an assignment of claims in view of a securitisation.

AddedThe choice of law shall be made expressly in the assignment contract or by a separate agreement. The substantive and formal validity of the act whereby the choice of law was made shall be governed by the chosen law.

Added4. A priority conflict between assignees of the same claim where the third-party effects of one of the assignments are governed by the law of the country in which the assignor has its habitual residence and the third-party effects of other assignments are governed by the law of the assigned claim shall be governed by the law applicable to the third-party effects of the assignment of the claim which first became effective against third parties under its applicable law. Where both assignments become effective against third parties at the same time, the law of the country in which the assignor’s habitual residence is situated shall prevail. [Am. 22]

AddedArticle 5 Scope of the applicable law

AddedThe law applicable to the third-party effects of assignment of claims pursuant to this Regulation shall govern, in particular:

Added(a) the requirements to ensure the effectiveness of the assignment against third parties other than the debtor, such as registration or publication formalities;

Added(b) the priority of the rights of the assignee over the rights of another assignee of the same claim;

Added(c) the priority of the rights of the assignee over the rights of the assignor’s creditors;

Added(d) the priority of the rights of the assignee over the rights of the beneficiary of a transfer of contract in respect of the same claim;

Added(e) the priority of the rights of the assignee over the rights of the beneficiary of a novation of contract against the debtor in respect of the equivalent claim.

AddedArticle 6 Overriding mandatory provisions

Added1. Nothing in this Regulation shall restrict the application of the overriding mandatory provisions of the law of the forum.

Added2. Overriding mandatory provisions are provisions the respect for which is regarded as crucial by a Member State for safeguarding its public interests, such as its political, social or economic organisation, to such an extent that they are applicable to any situation falling within their scope, irrespective of the law otherwise applicable to the third-party effects of assignments of claims pursuant to this Regulation.

Added2a. Effect shall be given to the overriding mandatory provisions of the law of the Member State where the assignment has to be or has been performed, insofar as those overriding mandatory provisions render the performance of the assignment contract unlawful. [Am. 23]

AddedCHAPTER III

AddedOTHER PROVISIONS

AddedArticle 7 Public policy (ordre public)

AddedThe application of a provision of the law of any country specified by this Regulation may be refused only if such application is manifestly incompatible with the public policy (ordre public) of the forum.

AddedArticle 8 Exclusion of renvoi

AddedThe application of the law of any State specified by this Regulation means the application of the rules of law in force in that State other than its rules of private international law.

AddedArticle 9 States with more than one legal system

Added1. Where a State comprises several territorial units, each of which has its own rules of law in respect of the third-party effects of assignments of claims, each territorial unit shall be considered as a State for the purposes of identifying the law applicable under this Regulation.

Added2. A Member State which comprises several territorial units each of which has its own rules of law in respect of the third-party effects of assignments of claims shall not be required to apply this Regulation to conflicts of laws arising between such units only.

AddedArticle 10 Relationship with other provisions of Union law

AddedThis Regulation shall not prejudice the application of provisions of Union law which, in relation to particular matters, lay down conflict of laws rules relating to the third-party effects of assignments of claims.

AddedArticle 11 Relationship with existing international conventions

Added1. This Regulation shall not prejudice the application of international conventions to which one or more Member States are parties at the time when this Regulation is adopted and which lay down conflict of laws rules relating to the third-party effects of assignments of claims.

Added2. However, this Regulation shall, as between Member States, take precedence over conventions concluded exclusively between two or more of them in so far as such conventions concern matters governed by this Regulation.

AddedArticle 12 List of Conventions

Added1. By [date of application], Member States shall notify the Commission of the conventions referred to in Article 11(1). After that date, Member States shall notify the Commission of all denunciations of such conventions.

Added2. Within six months of receipt of the notifications referred to in paragraph 1, the Commission shall publish in the Official Journal of the European Union:

Added(a) a list of the conventions referred to in paragraph 1;

Added(b) the denunciations referred to in paragraph 1.

AddedArticle 13 Review clause

AddedBy … [five years after the date of application], the Commission shall submit to the European Parliament, the Council and the European Economic and Social Committee a report on the application of this Regulation. If appropriate, the report shall be accompanied by proposals to amend this Regulation.

AddedArticle 14 Application in time

Added1. This Regulation shall apply to assignments of claims concluded on or after … [date of application].

Added2. The law applicable pursuant to this Regulation shall determine whether the rights of a third party in respect of a claim assigned after the date of application of this Regulation have priority over the rights of another third person acquired before this Regulation becomes applicable. In the case of competing claims based on assignments, the law applicable pursuant to this Regulation shall determine the rights of the respective assignees, solely in respect of assignments concluded after ... [the date of application of this Regulation]. [Am. 24]

AddedArticle 15 Entry into force and date of application

AddedThis Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

AddedIt shall apply from … [18 months from date of entry into force].

AddedThis Regulation shall be binding in its entirety and directly applicable in the Member States in accordance with the Treaties.

AddedDone at …,

AddedFor the European Parliament For the Council

AddedThe President The President