SSRN-INTERNATIONAL INVESTMENT LAW AND CLIMATE CHANGE
新兴经济体跨国公司对外直接投资的国际政治经济学.docx
何对外融逐特2014-08-30 08:0&14 西部学刊2014 年8 期黄河++华琼飞+++谢玮摘要：近年来，以国有企业为代表的新兴经济体国家跨国公司对外直接投资因遭遇一些国家设置的“国家安全”屏障而屡屡失败。
西方国家普遍认为，这些“国家控制实体”代表了一种不同于以往国有经济类型的新型“国家资本主义”，是使俄罗斯、中国和巴西等新兴经济体国家获得成功的一种资本主义经济发展模式。
该模式不同于英美等国所谓的“民主资本主义模式”，并对其构成了挑战。
许多发达国家计划采取一些新政策和新措施，对新兴经济体国有跨国公司所主导的FDI进行限制。
本文认为, 从我国应对跨国投资“非传统政治风险”的角度来看，通过政策扶持等手段促进中小企业发展，壮大民营经济，鼓励民营企业走出去，可以减少他国对中国企业海外经营与发展时的敌意。
同时，发展中国家要主动争取国有企业与其他投资行为体的平等地位，确保公平竞争。
关键词：新型“国家资本主义”；国家控制实体；对外直接投资中图分类号：F279.2一、新兴经济体跨国公司2008年以来，国际金融危机的冲击使欧美国家对外投资能力明显下降，全球FDI［外国(商)直接投资］的格局出现一些新变化，这种趋势在中短期有可能进-•步加强。
首先，各国国有跨国公司成为全球FDI流入的重要來源。
目前在世界范围内至少有650家各国的国有跨国公司，这些跨国公司的海外分支机构有8 500家。
尽管各国国有跨国公司数量占全球跨国公司数量的比重不到1%,但在2010年，其FDI投资总额占全球FDI流入总额的比重达到11%。
⑴其次，金融危机后新兴经济体成为世界直接投资的新力量。
2010年，流入发展中和转型经济体的外国直接投资首次超过全球流入量的一半，排名前20位的外国投资东道国中有一半是发展中或转型经济体’最后，新兴经济体在对外投资的流出中也口渐重要。
2010年，新兴市场国家跨国公司对外直接投资流出量增长21%。
与之形成鲜明对比的是，发达国家跨国公司的对外投资只有其2007年高峰时期的一半。
国外esg评级机构简介
国外esg评级机构简介环境、社会、和公司治理（ESG）评级机构是负责评估公司在可持续性和社会责任方面的绩效的机构。
这些机构通过研究和分析企业的ESG实践，为投资者、利益相关方和其他利害关系方提供有关公司的可持续性和社会影响的信息。
以下是一些国外知名的ESG评级机构：1.MSCI (Morgan Stanley Capital International): MSCI是一家提供全球性股票和债券指数的公司，也提供ESG评级服务。
MSCI 评估公司在环境、社会和治理方面的绩效，并基于这些评估提供ESG评级。
2.Sustainalytics:Sustainalytics是一家专注于可持续性研究和ESG评估的公司。
他们提供包括股票、债券和基金在内的多种金融产品的ESG评级和研究服务。
3.ISS ESG (Institutional Shareholder Services - ESG): ISS ESG是全球领先的企业治理、可持续性和责任投资解决方案提供商之一。
他们提供全球公司和投资组合的ESG评估和评级服务。
4.FTSE Russell:FTSE Russell是伦敦证券交易所旗下的指数提供商，也提供ESG评估和指数服务。
他们的FTSE4Good指数系列关注社会责任和可持续性的表现。
5.Dow Jones Sustainability Indices (DJSI):由标普道琼斯指数公司和瑞银联合推出的DJSI是一个关注可持续性的股票指数。
它通过评估公司的ESG表现来选择成分股。
6.Vigeo Eiris:怀奥伊里斯是一家专注于ESG评估和可持续性研究的公司。
他们提供企业和政府的ESG评估，以及相关的研究和咨询服务。
这些ESG评级机构的评估标准和方法可能有所不同，投资者和企业可以根据自己的需求选择合适的机构进行ESG评估。
海外企业社会责任信息披露研究综述及启示
海外企业社会责任信息披露研究综述及启示海外企业社会责任信息披露研究综述及启示一、引言在全球化发展的背景下，企业社会责任（Corporate Social Responsibility，简称CSR）逐渐成为了企业经营的重要组成部分。
海外企业的社会责任行为与信息披露是CSR的核心内容之一，其对企业和社会的影响不容忽视。
本文旨在对海外企业社会责任信息披露研究进行综述，总结研究现状与进展，并提出相关启示。
二、海外企业社会责任信息披露研究现状1. 研究范围和对象海外企业社会责任信息披露研究主要聚焦于国际化的跨国企业，特别是那些在发展中国家进行业务的企业。
研究对象包括企业社会责任信息披露的内容、形式和透明度等方面。
2. 研究方法海外企业社会责任信息披露研究主要采用了定性分析和定量分析相结合的方法。
其中，定性分析主要通过对企业年报、可持续发展报告、新闻稿和其他公开资料的内容进行解读，探究企业社会责任信息披露的意义和影响。
而定量分析则通过统计数据和指标的比较，对海外企业社会责任信息披露的水平和差异进行测量。
3. 研究热点和发展方向海外企业社会责任信息披露研究的热点主要包括：企业社会责任信息披露对企业绩效的影响、信息披露的透明度和一致性、信息披露的动因与动力机制等。
未来的研究方向主要集中在信息披露的标准化、新技术对信息披露的影响以及信息披露对消费者行为和投资者决策的影响等方面。
三、海外企业社会责任信息披露的启示1. 加强信息披露的透明度与一致性透明度和一致性是海外企业社会责任信息披露的基本要求。
企业需要通过公开披露真实、准确、完整的信息，确保社会和利益相关者能够对企业的社会责任行为进行评估和监督。
此外，企业还应加强对外信息披露的一致性，确保信息在不同媒体和渠道间的一致性。
2. 发展标准化的信息披露指标标准化的信息披露指标是保证信息质量和可比性的重要手段。
针对海外企业社会责任信息披露的内容和形式，需要建立起相关的标准和指标体系，以实现不同企业、行业和地区之间的比较与评价。
qfii的英文书籍
qfii的英文书籍摘要：1.QFII 简介2.QFII 的英文书籍推荐3.英文书籍对QFII 的重要性4.如何选择适合自己的QFII 英文书籍正文：QFII，即Qualified Foreign Institutional Investor，是指具备一定资格的外资机构投资者。
在我国资本市场对外开放过程中，QFII 制度是一项重要的政策创新。
这一制度旨在吸引外资进入我国资本市场，提高资本市场的国际化水平，促进资本市场的发展。
对于想要了解QFII 的投资者，英文书籍是一个很好的学习途径。
这里为您推荐几本关于QFII 的英文书籍，帮助您深入了解这一投资机制。
1.“QFII in China: Rules and Regulations”作者：Lawrence H.Summers本书详细解析了中国的QFII 制度，包括规则和法规，对于想要了解QFII 基本运作的投资者具有很高的参考价值。
2.“The QFII System in China: A Study of Its Development, Implementation and Impact”作者：Mark J.Mobius摩根士丹利投资管理公司的创始人Mark J.Mobius 在本书中深入研究了中国的QFII 制度，探讨了其发展、实施和影响。
3.“Investing in China through the QFII Program: A Guide for International Investors”作者：Andrew Sheng, Fan Zhang本书为国际投资者提供了一份投资中国资本市场的指南，详细解释了如何通过QFII 计划进行投资。
阅读英文书籍对于QFII 投资者来说具有重要意义。
首先，英文书籍可以帮助投资者了解国际市场和投资理念，提高投资决策水平。
其次，英文书籍可以让投资者更好地了解QFII 制度在国际市场的地位和发展趋势。
自愿采用国际财务报告标准与全世界贷款契约
Standards and Loan Contracting around the WorldByJeong-Bon Kim, Judy S. L. Tsui, and Cheong H. YiForthcoming atReview of Accounting StudiesOctober 2010____________Jeong-Bon Kim is at the City University of Hong Kong. Judy S. L. Tsui and Cheong H. Yi are at the Hong Kong Polytechnic University. We thank Agnes Cheng, Christopher Hodgdon, Cam Morrill, Jim Ohlson, Andrews Oppong, Annie Qiu, Joshua Ronen, Byron Song, Haina Shi, Dushvant Vyas, participants of research workshops at the City University of Hong Kong, Renmin University of China, Seoul National University, Xiamen University, the 2007 Accounting Research Camp of the John Molson School of Business at Concordia University, the 2007 CAAA Annual Conference, and the 2007 AAA Annual Meeting, and, in particular, an anonymous referee for useful comments on earlier versions of this paper. Special thanks go to Katherine Schipper (editor) for her insightful comments and detailed suggestions, which helped us improve the paper substantially. We acknowledge financial support for this research obtained from the 2006 Competitive Earmarked Research Grant of the Hong Kong SAR Government. Any remaining errors and omissions are, of course, ours.Correspondence: Jeong-Bon Kim, Department of Accountancy, City University of Hong Kong, 83 Tat Chee Avenue, Kowloon, Hong Kong; e-mail jeongkim@.hk; phone +852-3442-7909; fax: +852-3442-0347.Standards and Loan Contracting around the WorldAbstractUsing a sample of non-U.S. borrowers from 40 countries during 1997–2005, this paper investigates the effect of the voluntary adoption of International Financial Reporting Standards (IFRS) on price and non-price terms of loan contracts and loan ownership structure in the international loan market. Our results reveal the following. First, banks charge lower loan rates to IFRS adopters than to non-adopters. The difference in loan rates in excess of a benchmark rate between the two groups is about 20 basis points for all loans and nearly 31 basis points for London Interbank Offered Rate (LIBOR)-based loans. Second, banks impose more favorable non-price terms on IFRS adopters, particularly less restrictive covenants. We also provide evidence suggesting that banks are more willing to extend credit to IFRS adopters through larger loans and longer maturities. Finally, IFRS adopters attract significantly more foreign lenders participating in loan syndicates than non-adopters.Keywords: International Financial Reporting Standards (IFRS), loan contracting, loanspread, collateral, debt covenant, syndicate structure. foreign banks.1. IntroductionA major argument in favor of accounting standards harmonization via International Financial Reporting Standards (IFRS) is that IFRS adoption allows firms easier access to outside capital, particularly by facilitating external financing from international capital markets and cross-border investment flows (e.g., Covrig et al. 2007). While previous research has analyzed various effects of IFRS adoption from the perspective of equity holders (e.g., Covrig et al. 2007, Daske et al. 2007; Kim and Shi 2010), it has paid little attention to the consequences of IFRS adoption from the perspective of debt holders. As a result, little is known about the impact of IFRS adoption on the cost of debt. To fill this void, this study aims to provide systematic evidence on this unexplored issue, using actual bank loan data.Specifically, we investigate whether and how voluntary IFRS adoption affects the price and non-price terms of bank loan contracts. Studying the impacts of IFRS adoption on loan contracting terms is important for several reasons. Bank loans are the most important source of external financing for most firms around the world.1 Private debt contracts such as bank loans contain both price and non-price terms to alleviate the information problems faced by banks and other private lenders,2 and to monitor credit quality. This allows us to assess the effect of IFRS adoptions on the direct costs of private debt (loan rate) and associated indirect costs (e.g., collateral requirements and covenant restrictions). Because a bank loan deal typically involves two or more parties lending to a single borrower, we are also able to investigate whether and how enhanced disclosures via IFRS influence the way in which loans are structured in terms of the number of lenders and the composition of foreign versus domestic lenders (lender mix).1 For example, over the past decade, about $780 billion in new debt securities were issued in the U.S. market, while only $2 billion in new equity securities were issued. About 54% of debt issues were bank loans (Graham et al. 2008).2 Our sample includes loans made by both commercial banks and private lenders such as investment banks and insurance companies. We use the terms banks and lenders interchangeably.For our empirical analyses, we construct a sample of non-U.S. borrowers from 40 countries during 1997–2005. We then examine the loan contracting effects of voluntary IFRS adoption by comparing the price and non-price terms of the loan contracts of IFRS adopters and non-adopters. Specifically, we first investigate whether voluntary IFRS adoptions by borrowers are associated with lower loan rates. We argue that voluntary IFRS adoption reduces ex ante information uncertainty faced by lenders and/or information asymmetries between borrowers and lenders. As a result, lenders are better able to assess borrower credit quality and thus save ex post monitoring and re-contracting costs. We predict and find that, all else being equal, lenders charge lower loan rates to borrowers who voluntarily adopt IFRS (hereafter IFRS adopters) than to those who use local accounting standards (hereafter non-adopters). In our main regressions, the difference is about 20 basis points for all loans and nearly 31 basis points for LIBOR-based loans after controlling for borrower-specific credit risk, loan-specific characteristics, and year, industry, and country fixed effects.Second, we investigate whether voluntary IFRS adoption affects non-price terms of loan contracts such as loan size, maturity, collateralization, and covenant restrictions. Commercial banks and other private lenders use loan size and maturity to ration credit among borrowers with different risks. Our analysis provides useful insights into how voluntary IFRS adoption affects credit rationing by banks or influences their willingness to extend credit to borrowers with different information risks or disclosure standards. We also examine whether voluntary IFRS adoptions influence the presence of collateral and restrictive covenants in loan contracts. To the extent that enhanced disclosures via IFRS adoption alleviate information asymmetries between lenders and borrowers and facilitate more efficient monitoring, we expect lenders to impose more favorable (or less restrictive) non-price terms on IFRS adopters compared with borrowers who use local accounting standards.The results of our main regressions show that loans to IFRS adopters have longer maturities and involve larger amounts than loans to non-adopters. We find that IFRS adopters are, on average, less likely to have restrictive covenants in their loan contracts than borrowers using local accounting standards. We also find no significant difference between the two groups in the collateral requirements. Restrictive non-price terms could be viewed as indirect (implicit) costs to borrowers (Smith and Warner 1979; Graham et al. 2008; Kim et al. 2010): They cause borrowers to engage in more frequent refinancing and, thus, to incur higher renegotiation and re-contracting costs. Furthermore, restrictive covenants reduce flexibility in investment decisions, which can cause borrowers to abandon profitable investment opportunities to comply with the covenants (Chava and Roberts 2008; Roberts and Sufi 2008). As such, the lower likelihood of restrictive covenants observed for IFRS adopters vis-à-vis non-adopters could be viewed as an additional important benefit or cost saving arising from IFRS adoptions. Put differently, the economic consequences of IFRS adoptions for borrowers are likely to be even more favorable than those implied by favorable pricing terms alone.We also investigate whether voluntary IFRS adoptions by borrowers lead to an increase in the number of lenders and a change in the lender mix (i.e., the composition of domestic versus foreign lenders participating in each loan). To the extent that voluntary IFRS adoption mitigates information problems faced by lenders participating in a loan syndicate, voluntary IFRS adoption should increase the number of participant lenders and, in particular, foreign lenders. Our results are consistent with this prediction. Finally, our results hold after controlling for within-country variations in borrower- and loan-specific characteristics and potential self-selection bias associated with the decision to adopt IFRS.Finally, as a sensitivity check, we examine whether IFRS adoption effects on loan contracting terms are differentially affected by several firm-level and country-level factors. We find that the loan rate-reducing effect of IFRS adoption is significant at the 1% level for(more transaction-based) term loans, but insignificant at the 10% level for (more relationship-based) non-term loans. We find that IFRS adoption reduces loan rates significantly, irrespective of the quality of the information environment (proxied by analyst following), the strength of creditor rights protection, the efficacy of legal enforcement, and the level of economic development. We provide mixed evidence on how firm- and country-level factors differentially affect IFRS adoption effects on the non-price terms of loan contracts.Our study adds to the literature on the effect of IFRS adoptions by providing direct evidence that voluntary IFRS adoptions are associated with lower loan rates, greater credit availability, less restrictive covenants, and greater participation of foreign banks in loan syndicates. We also contribute to the loan contracting literature by presenting evidence consistent with the notion that enhanced disclosures via IFRS adoption allow lenders to assess borrower credit quality more accurately and improve borrower visibility in the international loan market. Previous studies have examined how borrower-specific factors affect loan contracting (e.g., Strahan 1999; Ball et al. 2008; Chava et al. 2008; Graham et al. 2008); however, they provide little evidence on whether and how a commitment to better disclosure affects contract terms and the structure of loan ownership.Recent studies by Bharath et al. (2008), Graham et al. (2008), and Kim et al. (2010) provide evidence that banks consider the quality of financial reporting when assessing credit risk; however, they focus on the United States, where voluntary commitment to a better reporting strategy via IFRS is not feasible. Our evidence sheds light on the role of increased and improved disclosures in private debt contracting under financial reporting environments significantly different from those in the United States.The remainder of this paper is structured as follows. Section 2 develops our research hypotheses. Section 3 specifies empirical models for hypothesis testing. Section 4 describes our sample and data sources, presents descriptive statistics on our research variables, andconducts univariate tests. Section 5 presents the results of various multivariate tests using the full sample. Section 6 further analyzes the data with sensitivity checks. Section 7 summarizes the paper and presents our concluding remarks.2. Hypothesis Development2.1. The effect of IFRS adoption on borrowing ratesThe decision to adopt IFRS is an important strategic commitment that increases the quantity and quality of accounting disclosures in most financial reporting regimes (Leuz and Verrecchia 2000; Covrig et al. 2007). This commitment is costly3and thus credible. Enhanced disclosures via IFRS alleviate the information uncertainty faced by lenders concerning borrower credit quality. This reduction in ex ante information risk lowers the cost of external financing (e.g., Diamond and Verrecchia 1991; Baiman and Verrecchia 1996). Higher-quality disclosures via IFRS reduce post-contracting costs associated with monitoring borrower performance or credit quality and renegotiating contractual terms subsequent to changes in the latter. It is thus likely that voluntary IFRS adoption reduces borrowing costs.Lambert et al. (2007) provide another reason why high-quality information reduces the cost of external financing. Their analysis indicates that high-quality reports improve coordination between firms and capital suppliers with respect to capital investment decisions, while poor-quality reports lead to misaligned capital investments due to impaired coordination. Rational capital suppliers therefore demand higher risk premiums for firms with poor-quality reports. This theory suggests that IFRS adoptions reduce the cost of coordination between borrowers and lenders, which in turn enables lenders to charge lower loan rates to IFRS adopters than to non-adopters.3 For example, it is difficult for IFRS adopters to reverse the decision, once made, and IFRS adoptions require nontrivial efforts and resources on the part of the preparers of financial statements and their auditors.We predict that lenders will charge lower loan rates to IFRS adopters than to non-adopters, because voluntary IFRS adoptions reduce the ex ante information risk faced by lenders and ex post monitoring and re-contracting costs, and improve coordination between lenders and borrowers with respect to capital investment decisions. We state this prediction in the following alternative form.H1: Loan spreads, measured by interest rates in excess of a benchmark rate, are lower for borrowers who voluntarily use IFRS than for those who do not, all else equal.2.2. The effect of IFRS adoption on the non-price terms of loan contractsBank loan contracts include not only a price term (i.e., loan interest rate) but also non-price terms, such as loan size, maturity, collateral requirements, and restrictive covenants. Lenders use these terms (as well as the price term) in loan contracts to mitigate information problems and potential agency conflicts. They can control their risk exposure by limiting loan size and/or shortening loan maturity (Strahan 1999; Qian and Strahan 2007; Chava et al. 2008; Bae and Goyal 2009).4 For example, short-term loans allow banks to monitor credit quality through frequent loan renewal processes, thereby reducing information risk (e.g., Oritz-Molina and Penas 2006; Graham et al. 2008). To the extent that voluntary IFRS adoption reduces ex ante information uncertainty or the associated information asymmetry between lenders and borrowers and ex post monitoring and re-contracting costs, lenders will be more willing to extend credit to IFRS adopters and will provide more favorable loan terms. We state this prediction in the following alternative form.H2: Loan sizes are larger and loan maturities are longer for borrowers who voluntarily use IFRS than for those who do not, all else equal.4 Diamond (1991) shows that low- and high-risk borrowers prefer short-term loans because low-risk borrowers can roll over their loans without incurring high renegotiation costs and lenders may hesitate to offer long-term loans to high-risk borrowers with high default risk. This author’s analysis further indicates that intermediate-risk borrowers prefer long-term loans to minimize refinancing and/or renegotiation costs.Previous research shows that collateral requirements and covenant restrictions in loan contracts are also associated with information problems faced by lenders (e.g., Rajan and Winston 1995; Jimenez et al. 2006; Graham et al. 2008; Kim et al. 2010). The debt covenant literature finds that banks use restrictive covenants to improve the ex post monitoring of credit quality, although the covenants also reduce borrower investment flexibility (Smith and Warner 1979; Rajan and Winston 1995; Graham et al. 2008).In our context, these studies suggest that banks are less likely to require collateral and/or impose restrictive covenants on borrowers who use IFRS than on those who use local accounting standards, because enhanced disclosures via IFRS adoptions reduce the demand for ex post monitoring and re-contracting.5We state this prediction in the following alternative form.H3: The likelihood that loans are secured by collateral and/or subject to restrictive covenants is lower for borrowers who use IFRS than for those who do not, all else equal.2.3. The effect of IFRS adoption on the number of lenders and lender mixThe syndicate loan literature (e.g., Dennis and Mullineaux 2000; Qian and Strahan 2007; Sufi 2007) shows that fewer lenders participate in loan syndicates with borrowers with high information uncertainty, because syndicate structures with fewer lenders reduce both free rider problems in information gathering and monitoring and the costs of re-contracting (if credit quality changes) or recovery in the event of default. Graham et al. (2008) and Kim et al. (2010) provide further evidence that fewer lenders are attracted to loans to borrowing5Evidence shows that voluntary IFRS adoption not only increases the quantity and quality of financial disclosures but also reduces accounting flexibility by restricting the choice of measurement methods (e.g., Ashbaugh and Pincus 2001). Bharath et al. (2008) provide evidence suggesting that lenders use more stringent (non-price) contractual terms for borrowers with poor reporting quality. IFRS adoption can decrease the agency cost of debt to the extent that the resulting reduced accounting flexibility increases reporting quality and thus enables lenders to save ex post costs associated with loan monitoring and re-contracting. In this regard, lenders are also likely to offer more favorable non-price terms or impose less restrictive covenants for IFRS adopters than for non-adopters.firms with financial restatements and internal control weakness over financial reporting.6 The implication of this research in our context is that IFRS adoption mitigates adverse selection and moral hazard problems among syndicate participants, thereby attracting more participants into a loan syndicate.7We also expect that voluntary IFRS adoptions attract more foreign lenders into a loan syndicate. To the extent that foreign lenders are more familiar with IFRS than local accounting standards, IFRS-based reporting makes it relatively easier for borrowers to communicate their financial results and credit quality. In addition, IFRS-based reporting makes it less costly for foreign lenders to assess borrowers’ credit risk ex ante, to monitor credit quality ex post, and to renegotiate contractual terms subsequent to credit quality changes.We restate our two predictions on the syndicate structure and the lender mix in the following alternative form.H4: The number of lenders in general and the number of foreign lenders in particular are greater for loans to borrowers who voluntarily use IFRS than for loans to those who do not, all else equal.3. Empirical ModelWe specify a regression model in which a particular feature of loans originated in year t is linked to a borrower’s decision to voluntarily adopt IFRS in year t - 1, borrower-specific controls in year t - 1, loan-specific controls in year t, and year, industry, and country fixed effects:6 Ball et al. (2008) and Kim and Song (2010) show that the lead arranger of a loan syndicate retains a smaller portion of new loans when the information asymmetry between the lead arranger and other syndicate participants is lower.7Information asymmetry exists among loan participants because the lead arranger is better informed about borrower credit quality than the other syndicate participants. This information asymmetry creates standard agency problems of adverse selection and moral hazard in loan contracting. For more discussions, see Holmstrom and Tirole (1997) and Ball et al. (2008).Loan Feature t = α0 + α1.DIFRS t-1(1) + α2.Borrower-specific Controls t-1 + α3.Loan-specific Controls t+(Year, Industry, Country Indicators) + Error Term twhere all variables are defined in the Appendix. Loan Feature represents one of 10 loan contracting features: (1) one price term measured by the drawn all-in spread (Spread); (2) two measures capturing credit availability, i.e., loan size (LoanAMT) and loan maturity (Maturity),; (3)four non-price terms, namely, the presence of collateral, financial, and general covenants (DSecured, DFinCov, and DGenCov, respectively) and the total number of financial and general covenants (NCov); and (4) three measures of loan ownership structure, that is, the numbers of both domestic and foreign lenders, domestic lenders only, and foreign lenders only for each loan (NLender, NDomestic, and NForeign, respectively). The term DIFRS t-1 is an indicator variable that equals 1 for borrowing firms who adopt IFRS in year t - 1 and 0 otherwise.We examine the lagged relation between a loan feature in year t and IFRS adoption in year t - 1 to alleviate concerns over potential reverse causation between the two.8 To examine the relation between voluntary adoption and loan contracting, we consider loans originated during 1997–2005, and link each of 10 loan contracting features in year t (from 1997 to 2005) to IFRS adoptions and other firm-specific characteristics in year t - 1 (from 1996 to 2004) and relevant loan-specific characteristics in year t (from 1997 to 2005). This design excludes mandatory IFRS adoptions in 2005 by firms in the European Union (EU).To test H1, we estimate Eq. (1) with Spread as the dependent variable. The variable Spread represents the interest rate charged by lenders (plus the annual fee and upfront/maturity fee relative to the loan amount) minus the benchmark rate (LIBOR or its8 Implicit here is the assumption that at the time of loan contracting in year t, financial statements for year t are not publicly available. Examining the contemporaneous relation between DIFRS in year t and Loan Features in year t can create an endogeneity concern, because voluntary IFRS adoptions are likely to be endogenous.equivalents).9 Commercial banks and other private lenders typically assess the risk of a loan based upon information on the business nature and performance of borrowing firms and then set a markup over a benchmark rate, such as the LIBOR, to compensate for credit risk. Thus, Spread reflects lenders’ perceived level of risk on a loan facility provided to a specific borrower. Hypothesis H1 predicts α1 < 0.To test H2, we use two non-price terms of loan contracts as the dependent variable, LoanAMT and Maturity, where LoanAMT is the natural log of the amount of each loan facility and Maturity is the natural log of the loan period, defined as the difference in months between the loan origination date and the maturity date. Hypothesis H2 predicts α1 > 0.To test H3, we estimate the probit version of Eq. (1) using as the dependent variable each of three indicator variables, DSecured, DFinCov, and DGenCov. These variables take on the value of 1 for secured loans, loans with at least one financial covenant included, and loans with at least one general covenant included, respectively, and 0 otherwise. Loan covenants are either financial covenants that are typically linked to accounting ratios or general covenants which include all other non-financial covenants, such as restrictions on prepayment,10dividend payment, and voting rights. To obtain a composite measure of the strength of loan covenants, we also construct a covenant index, NCov, by counting the number of financial and general covenants in a loan facility. When NCov is the dependent variable, we estimate Eq. (1) by running a Poisson regression of NCov on DIFRS and other9 In our DealScan sample, the most popular benchmark rate is the LIBOR. We notice, however, that some loans are priced in excess of non-LIBOR benchmark rates, such as the Hong Kong Interbank Offered Rate (HIBOR), the Tokyo Interbank Offered Rate (TIBOR), the Singapore Interbank Offered Rate (SIBOR), and the Euro Interbank Offered Rate (EURIBOR). As will be further discussed in the next section, we include in our sample loans priced in excess of either LIBOR or non-LIBOR. We report the regression results using both LIBOR- and non–LIBOR-based spreads and those using only LIBOR-based spreads, separately.10 Prepayment restrictions include asset sweep, excess cash flow sweep, debt issue sweep, equity issue sweep, and insurance proceeds.control variables. Hypothesis H3 predicts α1 < 0 when DSecured, DFinCov, DGenCov, or NCov is used as the dependent variable in Eq. (1).Finally, to test H4, we estimate Eq. (1) using as the dependent variable NLender (= NForeign + NDomestic), NForeign, or NDomestic. We define a domestic lender as one headquartered in the same country as the borrower. We hand-collect data on the nationality of each bank participating in a loan from 2005 and 2006 The Bankers’ Almanac. Hypothesis H4 predicts α1 > 0.Our test variable, DIFRS, equals 1 if the borrower voluntarily adopted IFRS in fiscal year t - 1 (year t refers to the loan origination year), and 0 otherwise. Our sample period of loan origination is 1997–2005. The EU mandated that all listed firms adopt IFRS starting from January 1, 2005, while some of these firms voluntarily adopted IFRS prior to 2005. Our use of lagged DIFRS in Eq. (1) links our Loan Feature variables in 2005 to DIFRS in 2004.11 We also include eight borrower-specific control variables: ROA,Size, MB, Lev, Cross, NAnal, MSCI, and Big4. Here ROA, Size, and Lev represent return on assets (net income divided by total assets), borrower size (the natural log of market capitalization), and leverage (total debt divided by total assets), respectively. MB represents the market-to-book ratio; Cross equals 1 for cross-listed firms, and 0 otherwise; NAnal denotes the log of the number of analysts following a borrowing firm; MSCI equals 1 if a firm’s shares are a constituent of the Morgan Stanley Capital International (MSCI) index,12 and 0 otherwise; Big4 equals 1 for firms with Big 4 (or 5) auditors, and 0 otherwise. ROA, Size, MB, and Lev are included to 11 Since the IFRS adoption indicator, DIFRS (as well as all borrower-specific financial statement variables) is measured in year t - 1 and the dependent variable, Loan Feature, is measured in year t, two-way causation is unlikely between DIFRS (our test variable) and Loan Feature (our dependent variable). This approach mitigates concerns over reverse causality in Eq. (1) with respect to the relation between Loan Feature and DIFRS. Nevertheless, Section 6 also reports the results of Heckman-type two-stage regressions to control for potential self-selection bias associated with a borrower’s decision to adopt IFRS voluntarily.12 The MSCI Index is a world market index constructed using the prices of representative stocks listed on 22 stock markets in North America, Europe, and the Asia/Pacific region weighted by the market capitalization of each constituent stock market.control for borrower credit quality. Cross and MSCI are included because lenders are likely to be more familiar with cross-listed firms and firms with shares included in the MSCI Index. We include NAnal and Big4 to control for potential cross-firm differences in the information environment associated with analyst coverage and auditor quality, respectively.13 All borrower-specific variables are measured in the fiscal year preceding the loan origination year.Previous research on bank loan contracts shows that several loan-specific characteristics are related to the price and non-price terms of loan contracts (e.g., Strahan 1999; Dennis et al. 2000; Bharath et al. 2008; Chava et al. 2008). Based on this research, we include six loan-specific variables: LoanAMT, Maturity, TLoan, NLender, DForCurr, and DPPricing. Here LoanAMT, Maturity, and NLender are used as control variables only when they are not used as the dependent variable in Eq. (1). TLoan equals 1 for term loans, and 0 otherwise; DForCurr equals 1 for loan facilities quoted in foreign currencies, and 0 otherwise; and DPPricing equals 1 for loan facilities with performance pricing provisions, and 0 otherwise. All loan-specific variables are measured in the loan origination year.Based on research showing that country-level contracting environments affect the price and non-price terms of loan contracts and the structure of loan syndicates (e.g., Qian and Strahan 2007; Bae and Goyal 2009), we control for cross-country variations in loan contracting environments by including Country Indicators in Eq. (1). We also examine whether our results are robust to within-country median adjustments of borrower-specific and loan-specific controls.13We also consider an additional borrower-specific variable, namely, asset maturity (ASM), when Eq. (1) is estimated using loan maturity (Maturity) as the dependent variable, because previous research shows a positive relation between the two (Barcley and Smith 1995; Bharath et al. 2008). Unreported results show that the coefficient for ASM is insignificant at the 10% level in all cases.。
上海国际信托投资有限公司
姓名 潘龙清
沈若雷 李惠珍 陆敏 张建伟
表 3.1.2-1(董事会成员)
职务 董事长
副董事 长
董事 董事 董事
性别 男
男 女 男 男
年龄 57
61 59 53 52
选任 日期
所推 举的 股东 名称
上海
2005 年 10 月
国际 集团 有限
公司
2005 年 10 月
上海 国际 集团 有限 公司
2005 年 10 月
2006 年度报告
6.1 会计报表编制基准不符合会计核算基本前提的说明……………………27 6.2 重要会计政策和会计估计说明……………………………………………27 6.3 或有事项说明………………………………………………………………31 6.4 重要资产转让及其出售的说明……………………………………………31 6.5 会计报表中重要项目的明细资料…………………………………………31 6.6 关联方关系及其交易的披露………………………………………………35 6.7 会计制度的披露……………………………………………………………37 7、财务情况说明书……………………………………………………………37 7.1 利润实现和分配情况………………………………………………………37 7.2 主要财务指标………………………………………………………………38 7.3 对本公司财务状况、经营成果有重大影响的其他事项…………………38 8、特别事项揭示………………………………………………………………38
资产总额 负债总额 利润总额 净利润 所有者权益
14,394,524 8,311,972 –5,488 350 2,949,019
注：表 3.1.1.1 股东名称一栏中★为公司最终实际控制人。
国际注册投资分析师
国际注册投资分析师国际注册投资分析师是一种专门从事金融投资领域研究与分析的职业，并获得相关资格认证的专业人士。
他们通过深入的研究和分析，为投资者提供准确的投资建议和决策支持，帮助投资者最大化资本收益和降低风险。
国际注册投资分析师的职责主要包括：进行宏观经济研究，分析宏观经济趋势和政策对投资市场的影响；研究并分析个别行业和企业的财务状况，评估其投资价值；分析投资组合的风险和回报，并提供相应的投资策略和建议；监测投资市场的动态，及时调整投资组合以适应市场变化等。
国际注册投资分析师的资格认证通常由国际金融机构或专业协会颁发，例如国际注册投资分析师协会（The Association for International Investment Analysts, AIIA），该协会是国际上权威的投资分析师组织之一。
获得国际注册投资分析师资格的申请人需要通过一系列考试和实践要求，以证明其在投资分析领域的专业知识和能力。
国际注册投资分析师的培训和教育涵盖了广泛的金融理论和实践知识，包括财务报表分析、投资组合管理、风险管理、金融市场分析等。
此外，他们还需要具备良好的沟通和团队合作能力，以便与投资者、基金经理、研究团队等密切合作，共同制定和执行投资策略。
国际注册投资分析师的工作领域广泛，可以在投资银行、证券公司、基金管理公司、保险公司、企业金融部门等从事投资研究和分析工作。
他们也可以作为独立投资顾问，为个人和机构客户提供咨询服务。
国际注册投资分析师的工作环境通常较为快节奏和竞争激烈。
他们需要紧跟市场动态、关注全球经济和政治事件的发展，并根据最新信息进行投资决策。
同时，他们还需要处理大量的数据和信息，进行复杂的分析和模型建立，以支持投资决策的制定。
对于想要成为国际注册投资分析师的人来说，除了需要具备相关的金融知识和技能外，还需要不断学习和更新自己的知识体系。
投资市场的变化和发展速度很快，只有不断学习和研究，才能保持竞争力并提供优质的投资建议。
中华人民共和国外国投资法(草案征求意见稿)
中华人民共和国外国投资法（草案征求意见稿）Foreign Investment Law of the People’s Republic of China(draft version to solicit opinions)Chapter 1第一章总则General PrinciplesChapter 2 第二章外国投资者和外国投资Foreign Investors and Foreign InvestmentChapter 3第三章准入管理Access AdministrationChapter 4第四章国家安全审查National Security ReviewChapter 5第五章信息报告Information ReportingChapter 6第六章投资促进Investment PromotionChapter 7第七章投资保护Investment ProtectionChapter 8第八章投诉协调处理Coordination of the handling of and Resolution of Complaints Chapter 9第九章监督检查Supervision and InspectionChapter 10第十章法律责任Legal LiabilityChapter 11第十一章附则Supplemental Provisions第一章总则Chapter 1 General Principles第一条Article 1 【立法目的】[Legislative Purposes]为扩大对外开放，促进和规范外国投资，保护外国投资者合法权益，维护国家安全和社会公共利益，促进社会主义市场经济健康发展，制定本法。
This law is formulated to expand opening to the outside, promote and regulate foreign investment, protect the lawful rights and interests of foreign investors, safeguard national security and the public interest, and promote the healthy development of the socialist market economy.第二条Article 2【适用范围】[Scope of Application]外国投资者在中国境内投资适用本法。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
July 2, 2008 Published by the Society of International Economic Law with the support of the University of Missouri-Kansas City (UMKC) School of LawThis paper can be downloaded free of chargefrom:/link/SIEL-Inaugural-Conference.htmlOnline Proceedings Working Paper No. 27/08Inaugural Conference, Geneva, July 15-17, 2008I NTERNATIONAL I NVESTMENT L AW AND C LIMATE C HANGE :I SSUES IN THE T RANSITION TO A L OW C ARBON W ORLD Kate MilesLecturer, Faculty of LawUniversity of SydneyI NTERNATIONAL I NVESTMENT L AW AND C LIMATE C HANGE:I SSUES IN THE T RANSITION TO A L OW C ARBON W ORLDK ATE M ILES*A BSTRACTInternational investment and climate change intersect in a number of ways. There isimmense potential for investment in carbon markets, renewable energy sources, andlow carbon technology. There is also, however, the potential for internationalinvestment law to frustrate the implementation of climate change mitigation measures.This paper examines recent investor challenges to environmental regulation and arguesthat a similar approach to climate change-related regulation can be expected. Theinteraction of these international legal regimes will have significant implications forachieving global carbon emissions reductions, and, as such, this paper argues for abetter alignment of their objectives. It points to the need for a shift in internationalinvestment law to meet global environmental challenges of the 21st century and arguesfor the inclusion of provisions in international investment agreements that will assistwith the transition to a low carbon economy.I. I NTRODUCTIONLegal mechanisms to address climate change present both opportunities andimpediments to foreign investors. Potential investment markets in the renewableenergy sector have emerged through the creation of flexible mechanisms undermultilateral environmental agreements.1 And the global focus on addressing climatechange impacts has intensified interest in existing markets for eco-efficienttechnologies and renewable energy sources.2 Climate change mitigation measures,* Lecturer, Faculty of Law, University of Sydney.1 See the Clean Development Mechanism, Joint Implementation, and Carbon Emissions TradingScheme in the Kyoto Protocol to the United Nations Framework Convention on Climate Change,opened for signature 11 December 1997, (1998) 37 ILM 22, arts 6, 12, and 17 (entered into force 16February 2005); see Benjamin J Richardson, Socially Responsible Investment Law: Regulating theUnseen Polluters (2008) 39;see the discussion in Monique Willis, Martijn Wilder and Paul Curnow,‘The Clean Development Mechanism: Special Considerations for Renewable Energy Projects’ inLeslie Parker, Jennifer Ronk, Bradford Gentry et al, From Barriers to Opportunities: RenewableEnergy Issues in Law and Policy (2007) 109.2 Richardson, above n 1, 39; Joshua P Fershee, ‘Changing Resources, Changing Market: The Impactof a National Renewable Portfolio Standard on the U.S. Energy Industry’ (2008) 29 Energy LawJournal 49, 50; see the discussion in Steven Ferrey, ‘The New Power Generation: EnvironmentalLaw and Electricity Innovation: Why Electricity Matters, Developing States Matter, and AsiaMatters Most of All’ (2007) 15 New York University Environmental Law Journal 113; see forexample the discussion in United Nations Environment Programme (UNEP), ‘Investors Flock toRenewable Energy and Efficiency Technologies: Climate Change Worries, High Oil Prices andGovernment Help Top Factors Fuelling Hot Renewable Energy Investment Climate’ (Press Release,20 June 2007) </Documents.Multilingual/Default.asp?DocumentID=512&ArticleID=5616&l=en> at 20 May 2008; UNEP, ‘Renewable Energy Accelerates Meteoric Rise: 2007 Global StatusReport Shows Perceptions Lag Reality’ (Press Release, 28 February 2008)however, do not only involve the promotion of new economic openings. They also entail the imposition of more stringent restrictions on carbon-emitting activities. This tightening of environmental regulation or prohibition of certain activities has the potential to engage investor protections guaranteed under international investment agreements.3 As such, the issues involved in the transition to a low carbon economy necessarily implicate both the global network of international investment agreements as well as the international legal regime to address climate change. Currently, a key challenge is to ensure that the objectives of these potentially conflicting areas of international law are aligned, as it is clearly preferable for international investment law to enhance the move to low carbon rather than frustrate measures to reduce greenhouse gas emissions.This paper considers this interaction between international investment law and climate change. To this end, it considers the obligations and opportunities embodied in the Kyoto Protocol in light of its implications for foreign investors. It examines the potential for investor challenges to domestic regulatory measures. Specifically, it considers the application of national treatment and most-favoured-nation standards to climate change initiatives and examines the potential for investor claims alleging indirect expropriation or breach of fair and equitable standards arising out of the transition to a low carbon economy.This paper argues that there is good reason to be concerned at the potential barriers posed by international investment law. However, with careful regulatory design and the integration of environmental considerations into international investment agreements, these potential conflicts can be addressed and the objectives of both legal regimes can be realised. There is a need for international investment norms that better reflect the demands of the 21st century, that can more readily encompass the measures necessary to address climate change, and that can in fact promote investment in sustainable development and low carbon technology. This process, however, may take some time. As such, in the interim, implementation of the Kyoto Protocol and Post-Kyoto instruments will need careful design so as to reduce the likelihood of conflict with investor protection provisions in international investment agreements. States will need to be alive to their obligations under bilateral and regional investment treaties and to design climate change-related regulation carefully, engage in transparent processes, and implement the transition to a low carbon world through a predictable course of regulatory action.Part II of this paper outlines key elements of the international legal regime to address climate change. It focuses on the United Nations Framework Convention on Climate Change,4 its Kyoto Protocol,5 and the mechanisms they establish to bring about global </Documents.Multilingual/Default.asp?DocumentID=528&ArticleID=5754&l= en> at 20 May 2008; World Bank, Clean Energy and Development: Towards and Investment Framework(2006) </DEVCOMMINT/Documentation/20890696/DC2006-0002(E)-CleanEnergy.pdf> at 20 May 2008.3 Jacob Werksman, Kevin A Baumert and Navroz K Dubash, ‘Will International Investment Rules Obstruct Climate Protection Policies? An Examination of the Clean Development Mechanism’ (2003) 3 International Environmental Agreements: Politics, Law and Economics 59.4United Nations Framework Convention on Climate Change, opened for signature 9 May 1992, 31 ILM 849 (entered into force 24 March 1994).carbon emissions reductions. This section considers the opportunities presented by these mechanisms for investors in renewable energy and low carbon technology. The irony is, of course, that these same legal measures creating opportunities for one set of investors may also spell commercial harm for an entirely separate set of investors — those investing in carbon-intensive activities. As such, Part III of this paper contemplates investor challenges to climate change mitigation measures and examines the use of investment agreements to challenge environmental regulation.In recent years, investors have brought an increasing number of complaints that implicate a wide range of regulatory measures.6 Part III argues that the way in which international investment law is being used in recent investor-state arbitration has the de facto effect of constraining governments in their decision-making on complex areas of domestic policy, such as the protection of human health and the environment.7 It argues that such matters should not be determined by international investment law, the rules of which do not allow for consideration of factors other than investment protection.8Part III also considers arguments that the potential threat of investor claims can have a chilling effect on the raising of environmental standards. The mere filing of proceedings can cause a reversal in the enactment of more stringent environmental regulation.9 As such, concerns have been raised that the costs of defending investor claims, together with the spectre of large damages awards, may inhibit the tightening of environmental regulation, particularly in developing states.105Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22 (entered into force 16 February 2005).6 See for example Methanex Corporation v United States of America, (2005) 44 International Legal Materials 1345; S.D. Myers, Inc v Canada, Partial Award (Decision on the Merits), November 2000; Ethyl Corporation v Canada, Jurisdiction Phase, (1999) 38 International Legal Materials 708; Metalclad Corporation v The United States of Mexico, Award, 25 August 2000, (2001) 40 International Legal Materials 35; Clayton and Bilcon of Delaware v Government of Canada, Notice of Intent to Submit a Claim to Arbitration under Section B of Chapter 11 of NAFTA, February 2008, Appleton & Associates,</Media/2008/Bilcon%20NAFTA%20Notice%20of%20Inte nt.pdf> at 13 March 2008; Marion Unglaube v Republic of Costa Rica, ICSID Case No. ARB/08/01, Notice of Intent registered 25 January 2008.7 Julie Soloway, ‘Environmental Regulation as Expropriation: The Case of NAFTA’s Chapter 11’ (2000) 33 Canadian Business Law Journal 92, 119.8 Ibid.9 See for example Ethyl Corporation v Canada, Jurisdiction Phase, (1999) 38 International Legal Materials 708. Following the filing of a claim by an American company under the investor protection provisions of the North American Free Trade Agreement (NAFTA), Canada agreed to repeal its newly enacted regulation prohibiting trade in the fuel additive MMT. This case is discussed in detail below.10 Nathalie Bernasconi-Osterwalder and Edith Brown Weiss, ‘International Investment Rules and Water: Learning from the NAFTA Experience’ in Edith Brown Weiss, Laurence Boisson de Chazournes and Nathalie Bernasconi-Osterwalder (eds) Fresh Water and International Economic Law (2005) 263, 277; Philippe Sands, ‘Searching for Balance: Concluding Remarks; Colloquium on Regulatory Expropriations in International Law’ (2002) 11 New York University Environmental Law Journal 198, 204–205; Kyla Tienhaara, ‘What You Don’t Know Can Hurt You: Investor-State Disputes and the Protection of the Environment in Developing Countries’ (2006) 6:4 Global Environmental Politics 73, 80, 85–87; Luke E Peterson, ‘All Roads Lead Out of Rome: Divergent Paths of Dispute Settlement in Bilateral Investment Treaties’ in Lyuba Zarsky (ed) International Investment for Sustainable Development: Balancing Rights and Rewards (2005) 123, 139.These issues take on an added potency as national and international efforts to addressclimate change intensify and the use of domestic regulatory measures to reduce greenhouse gas emissions becomes inevitable. This is the focus for Part IV. Thissection considers the categorisation of environmental regulation as a breach of international investment agreements in light of the potential barriers this might pose tothe implementation of climate change mitigation measures. This section argues that asimilar investor approach can be expected to the introduction of new climate change regulation, as has been experienced with other forms of environmental measures. Inother words, it is likely that there will be investor challenges to domestic regulatory measures designed to mitigate or adapt to climate change.Ultimately, this paper argues for the alignment of the objectives of investor protection regimes and the international regime to address climate change. However, to achievethis, movement away from traditional investor positions is required. There is a needto reshape current principles of international investment law, to redress the sole focusof investor protection in international investment agreements, and to accommodatenorms from other areas of international law.11 Specifically, this paper argues for the introduction into international investment agreements of express carve-outs for environmental regulation, the inclusion of ecological impacts in the assessmentcriteria for ‘like circumstances’, and a reassessment of the interpretation given to ‘fairand equitable treatment’ in investment disputes. In the meantime, however, hoststates should endeavour to preclude challenges to their domestic climate change mitigation measures through engaging in transparent processes and signalling, with asmuch advance notice as possible, the regulatory changes that will be made in the transition to a low carbon economy.II. T HE I NTERNATIONAL L EGAL R EGIME TO A DDRESS C LIMATEC HANGEInternational efforts to reduce carbon emissions have a three-pronged focus. The firstis to require dramatic cuts in domestic carbon-intensive energy use. The second strategy is to encourage innovation and investment in renewable energy sources andlow carbon technology. And the third aspect is to facilitate ecologically sustainable development and the use of climate-friendly technologies in developing states.12 It isin the course of implementing measures to achieve these objectives that both opportunity for and conflict with the international investment community may occur.11 Aaron Cosbey et al, Investment and Sustainable Development:A Guide to the Use and Potential of International Investment Agreements (2004), International Institute for Sustainable Development</pdf/2004/investment_invest_and_sd.pdf> at 23 June 2008; Howard Mann et al,IISD Model International Agreement on Investment for Sustainable Development (2nd ed) (2006) International Institute for Sustainable Development </pdf/2005/investment_model_int_handbook.pdf> at 23 June 2008; Sands, aboven 10.12 See for example the discussion in Soledad Aguilar, ‘Elements for a Robust Climate Regime Post-2012: Options for Mitigation’ (2007) 16:3 Review of European Community and International Environmental Law 356, 356–357; see also the discussion in Kati Kulovesi, ‘The Private Sector andthe Implementation of the Kyoto Protocol: Experiences, Challenges and Prospects’ (2007) 16:2Review of European Community and International Environmental Law 145.This section sets out the key international climate change instruments, their requirements, and the investment opportunities they present.A. UNFCCC and the Kyoto ProtocolThe international legal regime to address climate change is structured around the United Nations Framework Convention on Climate Change (UNFCCC)13 and its Kyoto Protocol.14 The objective of the UNFCCC is the ‘stabilization of greenhouse gas concentrations in the atmosphere at a level that would prevent dangerous anthropogenic interference with the climate system.’15The UNFCCC sets out core principles to guide its implementation, emphasising the equitable imposition of obligations through the principle of common but differentiated responsibility, noting that developed states should take the lead in combating climate change, encouraging the application of the precautionary principle, and noting that parties should promote sustainable development and sustainable economic growth in the implementation of climate change mitigation policies.16 It also commits state parties to take measures to reduce carbon emissions and to cooperate in their efforts to address climate change,17 but it does not include mandatory emissions reduction targets or individual timetables. That was the task undertaken in the negotiations of the Kyoto Protocol.181. The Kyoto Scheme for Reduction of Carbon EmissionsThe Kyoto Protocol sets out quantified emissions reduction targets for Annex I parties to the UNFCCC, those parties being the designated developed states. It obligates Annex I parties to ensure that their carbon emissions do not exceed their assigned amounts.19 Annex B to the Protocol contains these negotiated individual targets for each of those developed states. Developing states do not have binding reductions targets. The first commitment period in which to implement reductions targets is 2008–2012.20 The Conference of the Parties to the UNFCCC recently met to consider the process for negotiating a Post-Kyoto instrument for beyond 2012. A Decision termed the ‘Bali Action Plan’ or ‘Bali Roadmap’ was adopted, framing the agenda for those negotiations, focusing on issues such as ‘enhanced national/international action 13United Nations Framework Convention on Climate Change, opened for signature 9 May 1992, 31 ILM 849 (entered into force 24 March 1994). See the discussion on the international climate change regime in Philippe Sands, Principles of International Environmental Law (2nd ed., 2003) 357–381.14Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22 (entered into force 16 February 2005).15United Nations Framework Convention on Climate Change, opened for signature 9 May 1992, 31 ILM 849, art 2 (entered into force 24 March 1994).16 Ibid art 3.17 Ibid art 4.18 Sands, above n 13, 365, 371.19Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, art 3 (entered into force 16 February 2005).20 Ibid art 3 (1).on mitigation of climate change’, reductions targets for developed states, and nationally appropriate mitigation measures within developing states.21Annex I parties are required to implement policies and measures appropriate to their national circumstances so as to achieve their emissions reduction targets.22The Protocol points to a series of suggested policies and measures which may assist states with achieving their emissions reductions targets. These include promotion of energy efficiency measures, protection of carbon sinks, reform of agricultural practices, increased research into renewable energy sources, the phase-out of tax exemptions and subsidies for carbon-intensive sectors, and specific mention of measures to reduce carbon emissions in the transport sector.23 This is a key area in which conflict with international investment rules may occur. It is possible that such regulatory measures may engage the non-discrimination requirements, fair and equitable treatment guarantees, and compensation for expropriation provisions contained in international investment agreements.24Central to the Protocol, however, was the introduction of flexible mechanisms by which to achieve carbon reductions — the attribution of emissions savings generated through the use of carbon trading, joint implementation projects, and the Clean Development Mechanism (CDM) to satisfy Kyoto obligations is expressly permitted.25 These are now generally referred to as ‘the Kyoto Mechanisms’.26 States will need to adopt national policies and enact measures to facilitate the operation of these Kyoto Mechanisms. In having a discriminatory effect on certain carbon-intensive activities, such regulation could also constitute a further area in which there is potential to conflict with international investment rules. Ironically, for a different set of investors — those involved in renewable energy and low carbon technology — the Kyoto Mechanisms promise new markets and potential profits.(a) The Kyoto MechanismsTrading(i) EmissionsThe Kyoto Protocol allows Annex I states to purchase carbon emission credits from other Annex I parties that have been able to come in under their assigned reductions targets in Annex B.27 Although models differ, emissions trading schemes are 21 Decision -/CP.13, FCCC/CP/2007/L.7/Rev.1 (14 December 2007) ‘Bali Action Plan’ <http://unfccc.int/files/meetings/cop_13/application/pdf/cp_bali_action.pdf > at 20 June 2008; see the discussion in Donald Anton, ‘Introductory Note to Intergovernmental Panel on Climate Change: Fourth Assessment Report: Synopsis Report Summary for Policymakers’ and ‘United Nations Framework Convention on Climate Change: Decision Adopted by the 13th Conference of the Parties’ (2008) 47 International Legal Materials 94.22Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, art 2 (entered into force 16 February 2005).23 Ibid art 2.24 This issue is examined in detail in Parts III and IV.25Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, arts 2, 6, 12 and 17 (entered into force 16 February 2005).26 See the discussion in David Freestone and Charlotte Streck, ‘Introduction – The Challenges of Implementing the Kyoto Mechanisms’ (2007) 2 Environmental Liability 47.27Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, art 17 (entered into force 16 February 2005).premised on a core structure of emissions permit allocations to participating states, particular sectors, or individual facilities and a system of trading in excess permits.28The European Union has introduced a Community-wide system of carbon emissions trading, the EU Emissions Trading Scheme, and a number of national systems arebeing established or under consideration, such as in Australia, the United States, andthe United Kingdom.29Implementation(ii) JointJoint implementation involves the collaboration of two Annex I parties. Article 6 ofthe Protocol allows Annex I parties to transfer to, or acquire from, each other emission reduction credits produced by projects that are aimed at generating emissions reductions.30 This enables developed states to invest in renewable energyand low carbon projects in other developed states and apply credits generated to theirown emissions reduction targets.31 The joint implementation mechanism also foreshadows the involvement of the private sector in the operation of approved projects, as Article 6 allows states to authorise other legal entities to participate in‘actions leading to the generation, transfer or acquisition’ of emission reduction units.32(iii) Clean Development MechanismThe CDM allows Annex I states to finance emissions reduction projects within non-Annex I parties and obtain credit for those reductions.33 The objective of this mechanism is to encourage investment flows from developed to developing states inlow carbon projects and renewable energy technology.34 This attempted alignment of environmental and economic interests is stated explicitly in article 12(2), which provides a threefold purpose for the mechanism:35The purpose of the clean development mechanism shall be to assist Parties notincluded in Annex I in achieving sustainable development and in contributing to the28 Sands, above n 13, 372–373; John C Dernbach and Seema Kakade, ‘Climate Change Law: An Introduction’ (2008) 29 Energy Law Journal 1, 10–15.29 Freestone and Streck, above n 26, 51; Kulovesi, above n 12, 146; see the proposed Australian scheme at Australian Emissions Trading Scheme (2008)Australian Government, Department of Climate Change <.au/emissionstrading/about.html> at 18 June 2008; the national system in the United Kingdom, the UK Emissions Trading Scheme, was operative from2002–2006 and national emissions trading is now envisaged under the Carbon Reduction Commitment Scheme; see the proposed scheme at UK Emissions Trading Scheme (2007) Department for Environment and Rural Affairs </environment/climatechange/uk/business/crc/index.htm> at 18 June 2008;Action in the UK – Carbon Reduction Commitment, Department for Environment and Rural Affairs</environment/climatechange/trading/uk/index.htm> at 18 June 2008.30Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, art 6 (entered into force 16 February 2005).31 Freestone and Streck, above n 26, 48–49.32Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, art 6 (3) (entered into force 16 February 2005).33 Ibid art 12.34 Jacob Werksman and Claudia Santoro, ‘Investing in Sustainable Development: The Potential Interaction between the Kyoto Protocol and the Multilateral Agreement on Investment’ in W Bradnee Chambers, Inter-Linkages: The Kyoto Protocol and the International Trade and Investment Regimes (2001) 191, 193; Kulovesi, above n 12, 147.35Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened for signature 11 December 1997, (1998) 37 ILM 22, art 12(2) (entered into force 16 February 2005).ultimate objective of the Convention, and to assist Parties included in Annex I inachieving compliance with their quantified emission limitation and reductioncommitments under Article 3.Ideally, increased investment in climate-friendly projects will assist developing stateswith sustainable development goals at the same time as reducing overall globalemissions levels.36 The incentive for Annex I parties is the ability to creditreductions they have financed in other countries to their own emissions reductionobligations, the incentivising rationale for which is that these will be less costly thanfinancing the same reductions in their own industrialised economies.37 It also meansthat developed states can effectively increase their domestic emissions relative to theamount they finance in CDM projects.38 And, again, just as with the jointimplementation mechanism, the CDM anticipates a role for the private sector.39Infact, the involvement of private enterprise in all three Kyoto Mechanisms is a crucialcomponent of their operation.402. Investment Opportunity and the Kyoto ProtocolThe inclusion of market-based mechanisms to facilitate the move to a low carboneconomy has opened up innumerable investment opportunities. The KyotoMechanisms are creating new markets and intensifying interest in renewable energysources and low carbon technology.41 The role for the private sector in thesedevelopments has manifested in numerous ways, including the focus on renewableenergy facilities in electricity markets, CDM or joint implementation projectdevelopment and operation, the carbon market, the provision of services such ascarbon brokerage, carbon project consultancy, or legal advice, financiers and financialanalysts, carbon emissions verification services, and the manufacture of low carbonproducts.42Investors are involved in these initiatives at every turn. More long-term certainty isstill required regarding the form of the post-Kyoto regime, the international carbonmarket, its regulatory structures, and the emissions reductions targets of individualstates so as to stimulate further investment in low carbon technology.43 However,market indicators are also promising. Since the Kyoto Protocol entered into force in36 Kulovesi, above n 12, 147; Freestone and Streck, above n 26, 49–50.37 Freestone and Streck, above n 26, 49–50; Kulovesi, above n 12, 147.38 Werksman and Santoro, above n 34, 193; Kulovesi, above n 12, 148.39Kyoto Protocol to the United Nations Framework Convention on Climate Change, opened forsignature 11 December 1997, (1998) 37 ILM 22, art 12(9) (entered into force 16 February 2005); seealso the discussion in Freestone and Streck, above n 26, 49–50; Kulovesi, above n 29, 147.40 Kulovesi, above n 12.41 Richardson, above n 1, 39; Fershee, above n 2, 50; Ferrey, above n 2; Werksman and Santoro,above n 34, 193–195; UNEP Press Releases cited above, n 2; UNEP, ‘Environment Ministers Meetto Accelerate Transition to a Low Carbon Society: Huge Investment Opportunities in Energy Savingsto Renewables and Reduced Deforestation to Climate Proofing if Markets can be Mobilized’ (PressRelease, February 2008) </Documents.Multilingual/Default.asp?DocumentID=528&ArticleID=5745&l=en> at 23 June 2008.42 Kulovesi, above n 12, 150–153; UNEP, above n 41.43 Freestone and Streck, above n 26, 55; Meinhard Doelle, ‘The Cat Came Back, or the Nine Lives ofthe Kyoto Protocol’ (2006) 16 Journal of Environmental Law and Practice 261, 264.。