Introduction The main purpose of this article is to summarize the conflict-of-laws rules of the United States of America (the "US") and Canada on the assignment of receivables in order to allow the reader to compare these rules with the rules contained in the European Commission Proposal of 12 March 20181 (the "Commission Proposal").2 Comparisons will also be made with the 2016 Model Law on Secured Transactions prepared by the United Nations Commission on International Trade Law (the "UNCITRAL Model Law"). The UNCITRAL Model Law contains conflict-of-laws rules on security rights in receivables, which come from the UNCITRAL Legislative Guide on Secured Transactions adopted in 20073 and the United Nations Convention on the Assignment of Receivables in International Trade adopted in 2001 (the "UN Assignment Convention").4 The lack of harmonization in the area of receivables financing is often an impediment to transactions involving assignment of receivables in multi-jurisdictional transactions, both at the substantive law and the conflict-of-laws levels. A review of the US and Canadian conflict-of-laws rules illustrates this lack of harmonization between the US and Canada as well as within Canada. The Commission Proposal is an effort to achieve harmonization within the EU. For sake of concision, conflict-of-laws rules are referred to below as conflict rules.Part 1 deals with the terminology used in this article and the scope of the conflict rules of the U.S. and Canadian regimes on the assignment of receivables; certain differences in scope with the Commission Proposal are also noted, Part 2 summarizes the analysis that a financier must conduct to ensure that an assignment in its favour of the related receivables will be recognized in all relevant jurisdictions. Part 3 and Part 4 describe the conflict rules of the US and Canada, respectively. As is explained in Part 4, there are three different sets of conflict rules in Canada on the assignment of receivables. Part 5 is an overview of the conflict rules proposed by the UNCITRAL Model Law for similar matters.The conflict rules examined in this article are those relating to the creation (validity), effectiveness against third parties and priority of an assignment made by an assignor who is a corporation.5 It should be noted that the conflict rule to which practitioners pay the most attention is the rule on effectiveness against third parties. This is so because many national laws do not prescribe specific requirements for the creation of a valid assignment (as between the assignor and the assignee), with the result that an assignment made under the law of one jurisdiction will often be recognized as validly created by the laws of other jurisdictions. Moreover, the conflict rules on the effectiveness against third parties and priority of an assignment of a receivable generally point to the substantive laws of the same jurisdiction. Thus, for many practitioners in the US and Canada, the conflict-of-laws analysis is summarized in short-hand by the following question: "Where do you file?" Of course, even in the context of effectiveness against third parties, framing the analysis in that way is inaccurate because "filing" is not a universal mode for achieving third-party effectiveness. There are jurisdictions where assignments of receivables are not subject to registration or filing to gain priority.

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美国和加拿大应收款转让的法律冲突规则

引言 本文的主要目的是总结美利坚合众国（“美国”）和加拿大关于应收款转让的法律冲突规则，以便读者将这些规则与包含的规则进行比较。 20181 年 3 月 12 日欧盟委员会提案（“委员会提案”）2。还将与联合国国际贸易法委员会编制的 2016 年担保交易示范法（“贸易法委员会示范法”）进行比较。贸易法委员会示范法包含关于应收款担保权的法律冲突规则，这些规则来自于 20073 年通过的《贸易法委员会担保交易立法指南》和 2001 年通过的《联合国国际贸易应收款转让公约》（“ 第 2 部分总结了金融家必须进行的分析，以确保在所有相关司法管辖区都承认有利于其相关应收款的转让。第 3 部分和第 4 部分分别描述了美国和加拿大的冲突规则。正如第 4 部分所述，加拿大有三套不同的应收款转让冲突规则。第 5 部分概述了《贸易法委员会示范法》针对类似事项提出的冲突规则。本条中审查的冲突规则是与转让人作出的转让的设定（有效性）、对抗第三方的效力和优先权有关的规则。 5 需要注意的是，从业者最关注的冲突规则是对抗第三方效力的规则。之所以如此，是因为许多国家法律没有规定有效转让（如转让人和受让人之间）设立的具体要求，因此根据一个司法管辖区的法律进行的转让通常会被认定为有效转让。其他司法管辖区的法律。此外，关于对抗第三方效力和应收款转让优先权的冲突规则通常指向同一司法管辖区的实体法。因此，对于美国和加拿大的许多从业者来说，法律冲突分析被概括为以下问题：“您在哪里提交？” 当然，即使在对抗第三方效力的背景下，以这种方式进行分析也是不准确的，因为“归档” 不是实现第三方效力的通用模式。在某些司法管辖区，应收款的转让无需注册或备案即可获得优先权。