The Law of Security and Title-Based Financing

Second Edition

Hugh Beale, Michael Bridge, Louise Gullifer, and Eva Lomnicka

The most authoritative work on the law of personal property security.
Provides in-depth coverage on key areas such as set-off, netting, financial collateral, and conflict of laws
Brings together all of the law on this complex area and gives guidance in the context of commercial practice
Draws on Commonwealth case law to clarify problem areas where UK law is unclear
Clear exposition aids understanding of complex transactions and rules
Written by a team of leading experts in the field, providing analysis of the highest calibre

New to this Edition:

New chapters on financial collateral issues, security in insolvency and the moratorium on the enforcement of security in administration
Expanded section on priorities, with case law developments under section 176A of the Insolvency Act 1986 and amendments to the Insolvency Rules on liquidators' expenses
Further discussion of enforcement after the Lehman administration

The Law of Security and Title-Based Financing

Second Edition

Hugh Beale, Michael Bridge, Louise Gullifer, and Eva Lomnicka

Description

Personal property security is an important subject in commercial practice, as it is the key to much of the law of banking and sale. This second edition has been fully updated and expanded to cover all important issues and changes within this highly complex area of law. It explains traditional methods of securing debts (such as mortgages, charges, and pledges) on property other than land, describing how these are created, how they must be registered (or otherwise 'perfected') if they are to be valid, the rights and duties of the parties, and how the security is enforced if the debt is not paid.

The new edition includes an expanded section on priorities in which it explains how 'priority' disputes between competing interests over the same property are resolved. In addition the book covers the law governing other transactions that perform a similar economic function (such as finance leases, retention of title clauses, and sales of a company's book debts). These are not currently treated by the law as security and are therefore subject to different rules on perfection, priority, and enforcement. There is much expansion of the discussion relating to enforcement including the issue of 'right of use' following Lehman, more analysis on administration and all forms of non-possessory security and quasi-security, and a new chapter on enforcement of security addressing the right of appropriation under FC/FCAR and the Cukurova case.

The conflict of laws section includes developments under the Rome I Regulation affecting assignment issues, the UNIDROIT Convention 2009 in relation to tiered holdings and the Cape Town Convention's extensions made to coverage of asset-backed security over equipment. It also addresses the changes brought about by the abolition of Slavenburg registration.

This edition contains relevant points from the Banking Act 2009 concerning its impact on security, such as the power to protect certain interests on a transfer of property, and also considers amendments regarding liquidators' expenses under the Insolvency Rules. The authors additionally deal with the role of step-in rights and why they are part of the statutory definition of project finance in the Enterprise Act.

Previously published as The Law of Personal Property Security, this new edition brings together all of the law on this complex area, providing guidance in the context of commercial practice, especially with increased coverage of conflict of laws, priority, insolvency, and enforcement.

The Law of Security and Title-Based Financing

Second Edition

Hugh Beale, Michael Bridge, Louise Gullifer, and Eva Lomnicka

1: Introduction
2: Use of security interests and quasi-security interests in debt financing
3: Financial collateral
I: Description of Interests
4: Types of interest
5: Possessory security
6: Non-possessory security
7: Financing devices involving the transfer or retention of title
8: Rights not including the transfer or retention of title
II: Registration and Other Perfection Requirements
9: Perfection requirement
10: Interests created by companies
11: Interests created by debtors who are not companies
III: Priorities
12: Introduction to priorities
13: General priority rule: nemo dat (first in time to be created wins)
14: Exceptions to the nemo dat rule
15: Authorized dispositions
16: Priority between consensual and non-consensual security interests
17: Other priority issues
18: Other priority issues
19: Enforcement of true security interests
20: Enforcement of security in insolvency
21: Enforcement of rights not including the transfer of title
V: Conflict of laws
22: Conflict of laws
VI: Criticism and reform proposals
23: Criticism and reform proposals

The Law of Security and Title-Based Financing

Second Edition

Hugh Beale, Michael Bridge, Louise Gullifer, and Eva Lomnicka

Author Information

Hugh Beale, Professor of Law in the University of Warwick; Law Commissioner for England and Wales, Michael Bridge, Professor of Commercial Law, London School of Economics, Louise Gullifer, Fellow and tutor in law, Harris Manchester College, Oxford, and Eva Lomnicka, Professor of Law, King's College London; Barrister, 4 New Square Chambers

Professor Hugh Beale is Professor of Law at the University of Warwick.

Professor Michael Bridge is Professor of Commercial Law at the London School of Economics. He is also a barrister of the Middle Temple. Before coming to the LSE in 2007, he held chairs in law at McGill University, the University of Nottingham and UCL, and was Dean of the Faculty of Laws at UCL.

Louise Gullifer is a Fellow and tutor in law at Harris Manchester College, Oxford.

Professor Eva Lomnicka is Professor of law at King's College, London, and is also a barrister at 4 New Square Chambers.

The Law of Security and Title-Based Financing

Second Edition

Hugh Beale, Michael Bridge, Louise Gullifer, and Eva Lomnicka

Reviews and Awards

"This book is as close as one can get to an authoritative and comprehensive text on the law of security and title-based financing in the United Kingdom. Its offers a detailed and critical analysis of the law and it is likely to be valued for its erudition by the publications established readership of practitioners, legal academics, and post-graduate students, who found the first edition such an important source of reference for the law of security and title-based financing." - Tom Burns, Edinburgh Law Review

"Building on the successful first edition (bearing the title iThe Law of Personal Property Securityr), the same team of well-known academics have produced another excellent work... Apart from being a useful resource, this work should also serve to stimulate debate in many knotty areas of personal property law." - Look Chan Ho, Journal of International Banking Law and Regulation