For information only - not an official document
VIENNA, 25 July (UN Information Service) - The United Nations Commission on International Trade Law (UNCITRAL) adopted the UNCITRAL Model Legislative Provisions on Public-Private Partnerships, the UNICTRAL Legislative Guide on Public-Private Partnerships, and Practice Guide to the UNCITRAL Model Law on Secured Transactions, held a roundtable on technical assistance, and announced plans for CISG 2020, a celebration of the 40th anniversary of the United Nations Convention on the International Sale of Goods (CISG), during its 52nd annual session in Vienna.
UNICTRAL Model Legislative Provisions on Public-Private Partnerships and the Legislative Guide on Public-Private Partnerships
In the area of procurement and infrastructure development, the Commission adopted the UNCITRAL Model Legislative Provisions on Public-Private Partnerships (PPPs) and the UNCITRAL Legislative Guide on Public-Private Partnerships. The new texts update and consolidate UNCITRAL's two prior PPP texts and reflect changes in this rapidly evolving area. The PPP texts provide guidance and legislative template for States willing to consider the enactment or the revision of a PPP legal framework. Key takeaways from the new version are: better preparation and planning of PPP projects; improving PPPs contract awards and reinforcing transparency in the selection of the private partner; mitigating environmental damage and fighting climate change through adequate mechanisms at project inception and operation; and better appraisal of long-term duration of PPP contracts. The Guide also emphasizes that PPPs constitute a means to achieve sustainable development goals (SDGs) contained in the 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015.
The final versions of the UNCITRAL Model Legislative Provisions on Public-Private Partnerships (PPPs) and the UNCITRAL Legislative Guide on Public-Private Partnerships will be made available in the course of 2019 at https://uncitral.un.org/en/texts/procurement.
Practice Guide to the UNCITRAL Model Law on Secured Transactions
In the area of security interests, the Commission adopted the Practice Guide to the UNCITRAL Model Law on Secured Transactions. The Practice Guide provides guidance to parties in States that have enacted the Model Law on Secured Transactions by describing the types of secured transactions that creditors and other businesses can undertake under the Model Law. It also provides step-by-step explanations on how to engage in the most common and commercially important transactions.
The final version of the Guide to Enactment will be made available at https://uncitral.un.org/en/texts/securityinterests.
UNCITRAL Model Law on Enterprise Group Insolvency with its guide to enactment and a text on obligations of directors of enterprise group companies to be added in part four of the UNCITRAL Legislative Guide on Insolvency Law
UNCITRAL started to work on the insolvency enterprise groups in 2006 after recognizing that the prior instrument, the UNCITRAL Model Law on Cross-Border Insolvency, did not adequately address the needs of multiple debtors members of the same enterprise group. The Commission began to work on resolving this issue. In 2010 this work resulted in the adoption of part three of the UNCITRAL Legislative Guide on Insolvency Law. UNCITRAL then began to work on a model law on the same topic. This resulted in the adoption of the UNCITRAL Model Law on Enterprise Group Insolvency with a guide to enactment based on the drafts prepared by UNCITRAL Working Group V (Insolvency Law).
The adoption of this model law is a further step in providing States a legislative template for addressing enterprise group insolvencies. The Model Law builds on the recommendations contained in part three of the Legislative Guide, particularly as they relate to the cross-border context, by allowing a certain degree of centralization of insolvency proceedings relating to multiple debtors of the same enterprise group with the goal of protecting, preserving, realizing or enhancing the overall combined value of group members. Such centralization is achieved through mechanisms that allow (a) the negotiation of a proposal or a set of proposals in the planning proceeding for the reorganization, sale or liquidation of some or all of the operations and assets of one or more enterprise group members (a "group insolvency solution"), (b) approval domestically, and cross-border recognition, of the planning proceeding and the group insolvency solution, (c) provision of appropriate relief to assist development and implementation of the group insolvency solution, and (d) the treatment of foreign creditor claims in the jurisdiction that commences insolvency proceedings in accordance with the law applicable to those claims (often referred to as "synthetic" measures).
During the 52nd session UNCITRAL also adopted a text addressing specific obligations of directors of enterprise group members participating in the development of a group insolvency solution, recognizing that neither part three of the UNCITRAL Legislative Guide on Insolvency Law nor part four of that Legislative Guide addresses the situation where a director is appointed to, or holds a managerial or executive position in, more than one enterprise group member and a conflict arises in discharging the obligations owed to the different members. The newly adopted text will be added in part four of the Legislative Guide.
Notes on the Main Issues of Cloud Computing Contracts
The Commission approved for publication the Notes on the Main Issues of Cloud Computing Contracts, as prepared by the Secretariat, including as a mobile device friendly online reference tool. The Notes are non-exhaustive source of information on drafting cloud computing contracts. The primary focus of the Notes is on contracts for the provision of public SaaS-type cloud computing services in the B2B context for remuneration. Although prepared primarily for parties negotiating a cloud computing contract, the Notes may also be useful for customers reviewing standard terms offered by providers to determine whether those terms sufficiently address the customer's needs. The Notes consist of two parts and a glossary: part one addresses the main pre-contractual aspects that potential parties may wish to consider before entering into a cloud computing contract; part two addresses the main contractual issues that negotiating parties may face while drafting a cloud computing contract; and the glossary describes some technical terms used in the checklist, to facilitate understanding. The Commission considered that the subject and intended users of the Notes dictate the need to present them to the public as a mobile device-friendly online tool.
Round table on technical assistance
The round table on technical assistance brought together States, international and regional organizations, and experts active in international commercial law reform and in development assistance to discuss their experiences in the use and implementation of UNCITRAL texts at the national level and the benefits, challenges and lessons learned in the process.
The lessons emerging from the round table were that country ownership together with international, regional and national cooperation in implementing commercial law reform provided a key indicator of success; and that those implementing reforms needed to take into account the situation on the ground in the different countries and regions.
CISG 2020
The Secretariat also announced plans for a series of initiatives and events to celebrate the 40th anniversary of the adoption of the CISG, in 2020. These activities and events have two main objectives: to encourage broader state participating in the convention, with a goal of attaining 100 State parties to the treaty by the end of 2020; and to support capacity-building on the use and uniform interpretation of the CISG and of related UNCITRAL texts, including by using the tools prepared in the framework of the renewed CLOUT system. Two major events celebrating CISG are planned. They will be held in Vienna and Hong Kong before, respectively, prior to the annual Vis Moot and Vis Moot East arbitral competitions.
Digital Environment
The Commission reaffirmed UNCITRAL's central and coordinating role within the UN system in addressing legal issues related to the digital economy and digital trade and will continue to explore, together with other relevant UN agencies and normative organizations, the fast-evolving environment of digital trade. The UNCITRAL texts are also taking further steps towards the digital environment with the adoption of a note on cloud computing that will be available as an online tool for end users.
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The United Nations Commission on International Trade Law (UNCITRAL) is the core legal body of the United Nations system in the field of international trade law. Its mandate is to remove legal obstacles to international trade by progressively modernizing and harmonizing trade law. It prepares legal texts in a number of key areas such as international commercial dispute settlement, electronic commerce, insolvency, international payments, sale of goods, transport law, procurement and infrastructure development. UNCITRAL also provides technical assistance to law reform activities, including assisting Member States to review and assess their law reform needs and to draft the legislation required to implement UNCITRAL texts. The UNCITRAL Secretariat is located in Vienna, Austria, and maintains a website at uncitral.un.org.
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For information, please contact:
José Angelo
Estrella Faria
Principal Legal Officer and Head, Legislative Branch
UNCITRAL Secretariat
Email: joseangelo.estrella-faria[at]un.org
