This website contains model laws that I have developed*/ in the past 30 years working for ten years in two departments of the International Monetary Fund and subsequently as a consultant to the IMF, World Bank, Asian Development Bank, European Union and US and European bilateral development organizations. Central banks, financial sector supervisory organizations and donor organizations may use this content freely.

After practicing corporate and financial law in the United States for several years, I joined the International Monetary Fund at a time when countries in Eastern Europe and republics of the former Soviet Union were converting from socialist to market economies. In socialist economies there was a financial plan and one bank to execute the plan. When privately-owned banks were established in formerly socialist economies, they had little experience in credit underwriting and loan administration and many of their loans were not repaid. In the early to mid-1990s there were approximately 400 bank failures in Eastern Europe and the former republics. Hence there was a need for modern financial laws for a market economy: laws for bank supervision, secured credit, securities issuance and trading, and collective debt recovery (insolvency) and I had extensive experience advising countries in these areas.

With respect to enterprises, the Asian financial crisis of 1997-98 revealed that many boards of directors of enterprises that borrowed considerable sums from foreign investors were not fulfilling their proper roles as stewards of shareholders’ and lenders’ investments. As a result, reforms in corporate governance followed led by the OECD.

Also in the wake of the Asian Financial Crisis, the IMF and World Bank initiated a Financial Sector Assessment Program that evaluated compliance with codes of good practices in areas such as bank supervision, securities market supervision, secured credit, insolvency, accounting and other areas. The model laws I developed are generally consistent with best practices recommended in international standards and codes.

The model laws listed below are proceeded by an introduction and sometimes with a summary and commentary on a law, followed by the text of the law.

*/ Six laws were designed and drafted from scratch, two were co-authored, the trust law was adapted from the law of a country that I do not remember, and the securities law is included for the sake of completeness for laws for the financial sector.