Are Special Purpose Vehicles (SPVs) Legal?

A special purpose vehicle (SPV) or a special purpose entity (SPE) is a legal entity created by a (sponsoring) firm for a specific and limited purpose: To house a risk, to carry out some transactions, to own assets, to minimize risks and to maximize profits for the sponsoring firm, sometimes by taking advantage of differences in the legal, regulatory or accounting environment.

There are usually no offices, management or employees. SPEs often consist of a set of legal documents. They can be financing subsidiaries, or a holding company, a limited liability company, a new corporation, a trust, or a partnership. Only imagination is the limit.

SPEs are usually “bankruptcy remote”. If the sponsoring firm has financial problems, its creditors cannot seize the assets of the SPE.

Are special purpose vehicles (SPVs) legal?

SPVs are perfectly legal, and almost all major (and well respected) corporations use them. It is not the SPV itself; it is the way it is used that can be illegal.

Special purpose entities are used in financial risk management, as they are excellent ways to segregate specific activities (risks) from a firm’s core operations. By isolating high risk projects from the parent organization and by giving to new investors the opportunity to take a share of a very specific risk in a firm with a simple and clear balance sheet (as it is created for a single purpose only, and there are no debt obligations), SPEs definitely can help both, firms and investors.

According to the European System of Central Banks (ESCB), SPEs can be investment funds, financial vehicle corporations, financial corporations engaged in lending, financial holding corporations, security and derivative dealers and “others”.

SPEs can be illegal, and can be used for tax evasion, avoidance of regulatory restrictions, money laundering, misstatement of earnings and concealment of problems.

Red flags Is the SPE incorporated in a tax haven? Why? Is the SPE incorporated in a place where there is no activity of the sponsoring firm? Is the SPE raising debt without making it obvious to the investors of the sponsoring firm?

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