Hague Securities Convention
| Convention on the law applicable to certain rights in respect of securities held with an intermediary | |
|---|---|
| Signed | 5 July 2006 |
| Location | The Netherlands |
| Effective | 1 April 2017 |
| Condition | Ratification by 3 states |
| Signatories | 3 |
| Parties | 3 (Mauritius, Switzerland, United States) |
| Depositary | Ministry of Foreign Affairs (Netherlands) |
| Languages | English and French |
The Convention on the law applicable to certain rights in respect of securities held with an intermediary, or Hague Securities Convention is an international multilateral treaty intended to remove, globally, legal uncertainties for cross-border securities transactions. The Convention was drafted under the auspices of the Hague Conference on Private International Law, which as resulted in several Conflict of Laws conventions.
Switzerland, Mauritius and the United States have ratified the convention, which entered into force on 1 April 2017. The European Commission recommended in July 2006 that its member states sign the Convention, but this recommendation was later withdrawn.
The Convention is largely a response to the move in recent times in most nations from a purely direct holding system to a mixed direct and indirect holding system. The reforms, though largely beneficial, have created an alarming level of uncertainty as to the question of "what law applies" in cross-border securities transactions. The development of a global agreed-upon method of determining the legal regime governing any such transactions lagged behind market practice, leaving financial markets with significant legal risk.
The problem stems from the fact that intermediaries exist between an investor and the company which issues a particular security.
Historically, many jurisdictions attempted to apply the traditional, but now arguably outdated, lex rei sitae test to securities held with intermediaries, by "looking through" the tiers of intermediaries to the laws of one or more of: the jurisdiction of incorporation of the issuer, the location of the issuer's register, or the location of the actual security certificate (the so-called "look-through approach").
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