A well-designed warehouse receipt system can provide benefits for all participants in the commodity market, whether in agriculture or other industries, including producers, warehouse operators, traders, and creditors. Notably, it can facilitate access to credit and lower its cost by creating secure collateral, thereby attracting private sector investments to a particular sector. An effective warehouse receipt system also allows for smallholders to participate in commodity markets by providing them with the possibility to consolidate their produce and sell jointly further down the value chain. Moreover, the incorporation of new technologies stimulates and facilitates market transactions and international trade, enabling participants to access real-time inventory data, execute instant transactions, and access a larger market.
A number of countries have recently initiated legislative reforms to modernise their national legal framework and accommodate the use of new technologies. Such reforms have often been supported by international organisations such as the World Bank Group, the United Nations Food and Agriculture Organization, and the European Bank for Reconstruction and Development.
However, no intergovernmental organisation has yet adopted a model law on warehouse receipts that would assist States in undertaking reforms. Such an instrument would not only help strengthening their national legal frameworks but also increase international harmonisation, thereby facilitating cross-border transactions.
In 2019, the Secretariat of the United Nations Commission on International Trade Law (UNCITRAL) invited the UNIDROIT Secretariat to consider legislative joint work on warehouse receipts, with particular focus on the possible drafting of a Model Law. Several reasons motivated this initiative, including the growing importance of warehouse receipts in supply-chain and value-chain financing; constraints in access to credit limiting economic growth, particularly in developing countries and emerging markets; a lack of norms governing warehouse receipts in many jurisdictions; and the need to harmonise existing standards on warehouse receipts promoted by international organisations.
On 26 March 2020, UNCITRAL and UNIDROIT co-organised a Webinar on a Model Law on Warehouse Receipt Project to discuss the proposal of developing such an international instrument. The Webinar gathered input from a multidisciplinary group of experts from various geographic regions representing academia, stakeholders, institutional actors, and international organisations active in the field. The conclusions and recommendations of the Webinar confirmed the desirability and potential benefits of a Model Law that would be endorsed at the international level.
At its 99th session in April/May 2020, the UNIDROIT Governing Council approved the project for the 2020-2022 Triennial Work Programme as a high priority project (UNIDROIT C.D. (9) A.8), followed by UNCITRAL’s Commission at its 53rd session in September 2020 (UN Doc. A/75/17).
It is envisaged that the Model Law shall consist of a set of black letter rules covering the private law aspects of a warehouse receipt system. Importantly, the Model Law will contemplate the issuance and transfer of electronic warehouse receipts, including through the use of electronic platforms, distributed ledger technology systems, and other technological mechanisms. It is anticipated that it will be a standalone instrument for adoption by States seeking to reform their national legislation. As all UNCITRAL and UNIDROIT instruments, the Model Law shall be compatible with both common law and civil law jurisdictions.
Upon the project’s completion, consideration will be given to complementary work on a guide to enactment, including commentaries on the model provisions as well as on secondary legislation that may be deemed necessary to implement the Model Law at the country level.
The Model Law will be developed in a harmonised manner with UNCITRAL’s related existing instruments, in particular the UNCITRAL Model Law on Secured Transactions (2016), the UNCITRAL Legislative Guide on Secured Transactions (2007) and the UNCITRAL Model Law on Electronic Transferable Records (2017).
The project consists of two phases. First, UNIDROIT will lead the joint preparatory work through a UNIDROIT Working Group, developing a first comprehensive draft for a Model Law on Warehouse Receipts over the period 2020-2022. Once completed, the draft Model Law shall be submitted for intergovernmental negotiations through an UNCITRAL Working Group.
As consistent with the Institute’s established working methodology, the Working Group is composed of experts selected for their expertise related to warehouse receipt systems. Experts participate in a personal capacity and represent different legal systems and geographical regions. The Working Group is composed of the following expert members:
In addition, several intergovernmental organisations with interdisciplinary expertise in the field of warehouse receipt systems have been invited to participate in the Working Group as observers, with the objective to assist in both the development and the implementation of the Model Law once it has been adopted:
Finally, several public and private sector stakeholders have been invited to participate in the Working Group as observers, with the aim to ensure that the instrument will address the stakeholders’ needs:
Moreover, given the project’s important synergies with the ongoing UNIDROIT Project on Digital Assets and Private Law which aims to provide legislative guidance relating to the transfer and use of digital assets, experts involved in that project may be invited to assist the Warehouse Receipts Working Group on particular topics related to new technologies. There is a direct relationship with the project as far as the issuance and transfer of electronic warehouse receipts is concerned, as one of the categories of digital assets to be examined in the Digital Assets Project concerns digital tokens which are linked to an external, non-digital asset.
First Session of the Working Group (2 – 4 December 2020)
The first session of the Working Group took place in a hybrid manner on 2 – 4 December 2020. All members and observers were invited to participate in this first session.
The documents for the first session are available below:
Second Session of the Working Group (10 – 12 March 2021)
The second session of the Working Group took place in a hybrid manner on 10 – 12 March 2021.
The following documents were made available for the second session:
Third Session of the Working Group (1 – 3 September 2021)
The third session of the Working Group took place on 1 – 3 September 2021.
The documents for the third session are available below:
Fourth Session of the Working Group (28 February – 2 March 2022)
The fourth session of the Working Group took place in a hybrid manner on 28 February – 2 March 2022.
Fifth Session of the Working Group (5 – 7 December 2022)
The fifth session of the Working Group took place in a hybrid manner from 5 to 7 December 2022.
The documents for the fifth session are available below:
Sixth Session of the Working Group (1 – 3 March 2023)
The sixth session of the Working Group took place in a hybrid manner from 1 to 3 March 2023.
Ms Olga Fonotova is an Associate Professor of the Faculty of Law (Department of Legal Regulation of Business) at the Russian National Research University “Higher School of Economics” in Moscow. She holds a PhD degree cum laude in private law / private international law from the Lomonosov Moscow State University (2006). Her academic and teaching interests cover private international law, international and national commercial law, with a focus on unified and non-state legal regulation of cross-border commerce.
Olga is a Russian law qualified practicing lawyer in the sphere of national and international commercial and corporate law with 20+ years’ experience in leading law firms. As part of her legal practice, she has advised multinational corporations on the setting up of multi-jurisdictional commercial relations, on the formation / termination of international joint ventures, restructuring of assets, and financing / refinancing of projects. For her work on commercial and corporate legal matters she was included in the international rating of leading lawyers “The Best Lawyers® in Russia” (2018 – 2022).
She is a UNIDROIT alumna (2011) and a Correspondent of UNIDROIT in Russia (2023 – 2025). From 2016 to 2021 Olga was a member of the ICC Commission on Commercial Law and Practice (ICC CLP) and a member of the Association of European Business (AEB) in Moscow.
Allan M. Mukuki, PhD Candidate (Navarra, Spain), LLM (Groningen, Netherlands), PGDip (KSL), LLB (Hons) (UoN), ACIArb (London), Advocate of the High Court of Kenya.
Allan Mukuki is an Advocate of the High Court of Kenya as well as a Commissioner for Oaths. He is presently a PhD Candidate at the University of Navarra in Spain. He is also a holder of an LL.M in International Law and the Law of International Organizations, from the University of Groningen in the Netherlands. He has an LL. B (Hons) from the University of Nairobi, he is a Member of the Cha
rtered Institute of Arbitrators (London). He further holds a post-graduate diploma in law from the Kenya School of Law. Allan is also a scholar from the Hague Academy of International Law.
Some of his many roles in the legal profession include Director of International Partnerships; a Doctoral Fellow; member of the Management Committee and moot court coordinator, all for Strathmore Law School; Research Fellow for the African Region (Kenya), for the European Research Council Grant Project on the interpretation of customary international law; and Acting Director for the Strathmore Institute of Advanced Studies in International Criminal Justice (SIASIC)
Allan has previously worked at A.F Gross Advocate; in various legal institutes; in governmental agencies and in the Judiciary of Kenya. He was also a Legal researcher in the Office of the Solicitor General, Kenya, for the Maritime Delimitation in the Indian Ocean (Somalia v. Kenya), a case that was before the International Court of Justice. His main areas of specialization include Public International Law, The Law of International Organizations, International Humanitarian Law, International and Regional (EAC) Refugee Law and Legal Policy Development.
Further, Allan has been involved in various national and international legal consultancies and projects; he has published several peer reviewed legal articles, a legal monograph and presented several legal papers in international conferences around the world. He has also developed several policy documents for Strathmore University as well as (currently operational) manuals and laws for the operation of the Judiciary as well as governmental agencies and regional agencies such as IGAD.
ANDREA SANTACOLOMA
Director
PROFESSIONAL PRACTICE
Andrea Santacoloma is a Panamanian lawyer that focuses her practice on international commercial arbitration.
Prior to joining Adell & Merizalde, Andrea was the Deputy Director for Latin America of the ICC International Court of Arbitration for 5 years. In this role, she gained vast experience in the internal functioning of the ICC’s Secretariat and Court and saw first-hand the work of hundreds of arbitrators and ICC Court Members in the region. Andrea was also in charge of identifying new opportunities and potential users of the ICC Dispute Resolution Services (ICC DRS) in Latin America, in liaison with the ICC National Committees and other institutions in the region. She also worked as a lawyer advising local and international clients on business and corporate law and M&A in 3 Panamanian law firms.
She is currently the Executive Director of the Latin American Arbitration Association (ALARB), one of Latin America’s leading associations gathering practitioners and arbitrators, which seeks to encourage the use of arbitration and foster initiatives for the development of international arbitration in the region.
In July 2022, the G
overning Council of the International Institute for the Unification of Private Law (UNIDROIT) appointed Andrea as a Correspondent for Latin America. Namely, Andrea was appointed as a Correspondent for the Republic of Panama for the period 2022-2025.
EDUCATION
• American University Washington College of Law, LL.M. in International Arbitration and Business Law
• International Training Centre of the International Labor Organization (ILO) jointly with the United Nations Commission on International Trade Law (UNCITRAL), Università degli Studi di Torino, and University Institute of European Studies (IUSE), LL.M. in International Trade Law & Dispute Resolution
• Universidad Católica Santa María La Antigua, LL.M. in Corporate Law
• Universidad Católica Santa María La Antigua, Degree in Law and Political Science
• Centro de Estudios Regionales de Panamá, Diploma in Entrepreneurship and Management of Small and Medium Enterprises
Bar admissions
Republic of Panama
Languages
Spanish, English, Italian (intermediate)
asantacoloma@adellmerizalde.com
+507 370 4155
NAME: PROF. DR. HERNANY VEYTIA (LL.M. YALE)
AFFILIATION DIRECTOR BNM-CAMBRIDGE STUDY CENTRE ON SUSTAINABLE INVESTMENTS
PRESENTATION
Professor of law, international strategic consultant, arbitrator, and entrepreneur. Hernany Veytia is very comfortable with complex, high-profile and confidential transactions. Her consulting experience as partner of BNM and Deloitte enables her to focus on and add value to the sustainable and commercial aspects of each deal. Frequently she leads transdisciplinary teams to deliver fact findings and legal opinions, feasibility studies and turn-key projects for banks, governments, international organisations, and corporations willing to expand or withdraw operations in other jurisdictions.
In Prof Veytia’s experience UNIDROIT works have been very useful to understand not only the foreign law, but also to recognise the cultural, political, and economic factors at play, and the way national and international regulators operate-and cooperate. In her opinion, UNIDROIT instruments have been of utmost importance for the legal strategies she designed for:
• DANPREIT (Dispute Analytics Platform for Real Estate Investment Trusts in the Agriculture, Construction and Mining industries).
• TELEKAIROS, innovative methodology that incorporates the use of space assets.
• Corporate art collections, restitutions, including donations, sponsorships, and loans to museums.
• Contracts used by a German waterworks company willing to grow in all the Caribbean and Central American countries.
• Liquidation of commercial and investment banks
• IPOs and reverse mergers for companies in the extraction industries (Canadian stock exchange), ILS listed in Bermuda and African sovereign funds listed in London.
• Franchising and other commercial contracts in the food & drinks, health, aero-space, and automotive industries.
In the last three decades Prof. Veytia has lived, and successfully completed investments and disinvestments in more than forty countries in the five Continents. She is frequently appointed as arbitrator and invited as speaker on risk transfers at international industry conferences in fields of her expertise: energy (both renewable and traditional), artificial intelligence, infrastructure, mining, real estate, agriculture, rail, space, automotive, and franchising. She sits in the board of directors of companies in Europe including the United Kingdom.
Anna Veneziano is the Deputy Secretary General of the International Institute for the Unification of Private Law (UNIDROIT). She is a Professor of Comparative Law at the University of Teramo, Italy, where she was formerly the Director of the Department of Private Law. She has also formerly been a tenured Professor of European Property Law at the University of Amsterdam (UvA). Her education includes a Law Degree with honours from the University of Rome La Sapienza, an LL.M degree from the Yale Law School funded by a Fulbright scholarship, and a PhD degree from the University of Florence (Italy).
Her main research and publication areas are on secured transactions as well as international, comparative, and European contract and sales law. Before joining UNIDROIT she was a member of the Italian delegation with respect to the Cape Town Convention on International Interests on Mobile Equipment and its Aircraft Protocol as well as its Space Protocol. She was also a member of the Study Group on a European Civil Code and of the Compilation and Redaction Group on a Draft Common Frame of Reference on European Private Law (DCFR), and of the restricted Expert Group set up by the European Commission on a common European law on sales.
P
rofessor Ignacio Tirado was appointed Secretary-General by the Governing Council at its 97th session, and officially took office on 27 August 2018. A national of Spain, Professor Tirado (Commercial, Corporate and Insolvency Law, Universidad Autónoma of Madrid, Spain) holds a PhD from the Universities of Bologna and Autónoma de Madrid and an LLM from the University of London. Professor Tirado has been a Senior Legal Consultant at the World Bank’s Legal Vice-Presidency and Financial Sector Practice for more than nine years, having also consulted for the IMF on insolvency related matters as well as for the Asian Development Bank on commercial legal reform.
Amongst other accolades to his professional experience, Professor Tirado is a founding member of the European Banking Institute, an International Fellow of the American College of Bankruptcy and has been Director and Academic Co-Chair of the International Insolvency Institute.
A Swedish national, Ms Lena Peters grew up in Italy where she attended an English school. In 1978 she took her Juris Kandidatexamen at Stockholm University followed by a Master of Laws from King’s College, London (1979). Since 1985 she has been with UNIDROIT, first as Research Officer, lastly as Principal Legal Officer, her main duties being Secretary to the Working Group for the Preparation of Principles of International Commercial Contracts, Secretary to the Study Group on Franchising, Secretary to the Committee of Governmental Experts on Franchising.She also collaborated on the project for the preparation of the ELI-Unidroit Model European Rules of Civil Procedure. She is currently Managing Editor of the Uniform Law Review and responsible for publications at UNIDROIT.
Hamza Hameed is a Pakistani lawyer who works as a Legal Consultant at the International Institute for the Unification of Private Law (UNIDROIT) in Rome, Italy. He is also the Co-Chair of the Space Generation Advisory Council (SGAC). He holds an Advanced Master’s LLM Degree in Air and Space Law from Leiden University and an LLB from the University of London. His work mostly involves the development and promotion of international instruments in the areas of spacecraft financing, secured transactions law, and law & technology. At UNIDROIT, he is responsible for the Space Protocol of the Cape Town Convention, and also manages the activities of the Cape Town Convention Academic Project and the UNIDROIT Foundation. He is a member of the International Institute of Space Law (IISL) and INSOL International.
Priscila Pereira de Andrade works as a Legal Officer at UNIDROIT. She is mainly responsible for the Agricultural Development and Private Law projects jointly developed with IFAD and FAO (Legal Structure of Agricultural Enterprise, Agricultural Land Investment Contracts and Contract Farming). Priscila holds a Ph.D. in International Law from the University Paris I Panthéon-Sorbonne (France), a Master Degree in International Relations from the University Center of Brasília (Brazil), and a specialisation degree in International Environmental Law from the United Nations Institute for Training and Research (UNITAR). Before joining UNIDROIT, she worked for the International Institute for Sustainable Development (IISD) and was an assistant professor at the University of Pisa (Italy), as well as an associate professor at the Master in Law Program of the University Center of Brasília.
Philine Wehling has over ten years of experience in food and agriculture law as well as international trade law. Before joining UNIDROIT in 2019 she worked as a Legal Specialist at the Legal Office of the United Nations Food and Agriculture Organization (FAO) in Rome for almost 8 years, providing guidance to Member States on the development of sound legal frameworks and contributing to the standard setting work of the Organization on trade in agro-food products, agricultural finance, sustainable agricultural production and development, and responsible natural resources management. She supported Governments in legal reform in more than 20 countries. Philine Wehling further served as a Legal Advisor at the German Federal Ministry of Justice in Berlin, where she was in charge of international cooperation in consumer law and policy. She completed her doctoral dissertation in international law at the Max-Planck-Institute for Comparative Public Law and International Law in Heidelberg, for which she received a doctoral degree summa cum laude from Heidelberg University as well as the Prize for excellence in research of the Margot-und-Friedrich-Becke Stiftung zu Heidelberg in 2018. Philine Wehling is admitted to the German Bar .
Marina Schneider is Principal Legal Officer and Treaty Depositary at UNIDROIT. She studied law at the University of Strasbourg (France) and Paris I – Panthéon Sorbonne. She joined the UNIDROIT in 1987 and was involved in the elaboration and French versions of most UNIDROIT instruments since. She is in charge of the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects and of the UNESCO-UNIDROIT Model Provisions on State Ownership of Undiscovered Cultural Objects. She is the author of the Explanatory Report of the 1995 Convention and many articles on the Convention and other international instruments in the field. Ms Schneider is also responsible for the project on private collections and for the UNIDROIT Convention Academic Project (UCAP). She is member of the Board of the International Society for Research on Art and Cultural Heritage Law (ISCHAL).
Professor of Commercial Law, Carlos III University of Madrid. Currently, Sir Roy Goode Scholar at UNIDROIT, Rome, 2021-2022. Chair of Excellence 2017-2018 at University of Oxford (Uc3m- Santander Program), affiliated to Harris Manchester College. Previously Distinguished Visiting Professor and fellow of a number of Academic Institutions. Arbitrator of Madrid Court of Arbitration. Member of ELI (European Law Institute) Council and Executive Committee. Member of the Expert Group of the European Commission on Liability and New Technologies and member of the Expert Group of the European Observatory of Platform Economy; the International Academy of Commercial and Consumer Law; the expert group of the Inclusive Global Legal Innovation Platform for Online Dispute Resolution – UNCITRAL and Hong Kong Department of Justice. Expert of the UNIDROIT Study Group on the MAC Protocol of the Cape Town Convention on International Interests. Delegate of Spain to UNIDROIT for the adoption of the Protocol, delegate of Spain in Working Group VI of UNCITRAL on secured transactions and in Working Group IV on Electronic Commerce. Member of UNIDROIT Working Groups on Enforcement and Warehouse Receipts.
William Brydie-Watson is an Australian lawyer who specialises in secured transactions law and private international law. Before joining UNIDROIT, William was a government lawyer in the Private International Law and International Arbitration section of the Australian Attorney-General’s Department, where he worked primarily on treaty negotiation and the implementation of private international law treaties in Australia. At UNIDROIT, he is primarily responsible for the implementation of the Mining, Agriculture and Construction (MAC Protocol) to the 2001 Cape Town Convention on International Interests in Mobile Equipment and the development of a Model Law on Factoring. William also serves as UNIDROIT’s liaison with the Asia Pacific Economic Cooperation (APEC) forum and as manager of the Institute’s Scholarship and Internship Programme. Admitted to practice in New South Wales and the High Court of Australia, he has a Bachelor of Arts (honours), a Bachelor of Laws and a Master of Laws from the Australian National University. William also lectures on International Secured Transactions Law at the Eotvos Lorand Faculty of Law in Budapest.
