The Law of Security and Titlebased Financing by QC, Hugh Beale -- Read -- Imperial Library of Trantor

Index

Cover Page

THE LAW OF SECURITY AND

Title Page Copyright Page Preface to the Second Edition Contents List of Abbreviations Table of Cases

Jeffcott v Andrews Motors [1960]

Table of Legislation Table of Destinations and Derivations I Introduction

1. Introduction A. Scope of book B. Reasons for Security C. The Contribution of equity D. Categories of Security Interests in English law E. Quasi-security: Reservation of title F. Form and Substance and Recharacterization risk G. Statutory Interventions on Behalf of Unsecured Creditors H. Creditors’ Preferences 2. Use of Security and Quasi-security Interests in Debt Financing A. Introduction B. General map of debt Financing C. Use of Security and Quasi-security in General debt Financing D. Specialized Financing 3. Financial Collateral A. The Directive on Financial Collateral Arrangements B. Forms of Financial Collateral C. Charges over Shares and other Securities D. Charges over ‘cash’ E. Charges over ‘credit Claims’ F. Evaluation of the FCAR

II Description of Interests

4. Types of Interest A. Security Interests and Absolute Interests B. Characterization of Interests as Security Interests or Absolute Interests 5. Possessory Security A. Pledge B. Possessory lien 6. Non-possessory Security A. Consensual

B. Non-consensual

7. Financing Devices Involving the Transfer or Retention of Title A. General B. Goods C. ‘Repos’ D. Receivables 8. Rights not Including the Transfer or Retention of Title A. Non-consensual B. Consensual

III Registration and other Perfection Requirements

9. Registration and Other Perfection Requirements A. Meaning of Perfection B. Purpose and Significance of Perfection Requirements C. Specialist Registers D. Registration of hire Purchase Agreements 10. Interests Created by Companies A. Overview B. Registration under the Companies Act 2006 11. Interests Created by Debtors Who are not Companies A. Introduction B. The Bills of Sale Acts C. General Assignments of book debts D. Agricultural Charges E. Charges Created by Industrial and Provident Societies

IV Priorities

12. Introduction to Priorities A. Introduction B. Registration as Constructive notice 13. General Priority Rule: Nemo Dat (First in Time to be Created Wins) A. The nemo dat Principle B. Priority Between Possessory Security Interests and Non-possessory Security Interests C. Priority Between the Holder of Possessory Security Interests and buyers D. Priority Between non-possessory Security Interests E. Priority between the holder of Non-possessory Security Interests and buyers F. Priority Between Financing Devices Involving the Transfer or Retention of title and other Security Interests 14. Exceptions to the Nemo Dat Rule A. Purchaser of legal Interest B. The rule in Dearle v Hall C. Statutory Exceptions to the nemo dat rule D. Priority Normally Established by date of Registration E. Future Advances and Priority F. Priority Agreements 15. Authorized Dispositions A. Introduction B. Authority to make Absolute Disposition C. Authority to Create prior Ranking Security Interest 16. Priority Between Consensual and Non-consensual Security Interests A. Introduction B. Possessory liens C. Lienholder and owner D. Lienholder and Secured Creditor E. Statutory rights of Detention F. Equitable liens G. Priority of Maritime and Statutory liens H. Execution Creditors I. Distress 17. Other Priority Issues A. Priority Between Holders of Security and Absolute Interests in Assets and Unsecured Creditors B. Circularity

V Enforcement

18. Enforcement of True Security Interests A. General issues in Relation to true Security Interests B. Pledge C. Lien D. Non-possessory Security 19. Enforcement of Financial Devices Involving the Transfer or Retention of Title A. Introduction B. Goods C. Repos and stock loans D. Receivables 20. Enforcement of Security in Insolvency A. General B. Liquidation and Bankruptcy C. Administration D. Receivership E. Other Insolvency Procedures 21. Enforcement of Rights not Including the Transfer of Title A. Non-consensual B. Consensual

VI Conflict of Laws

22. Conflict of Laws A. The Applicable law B. Security and the Applicable law C. International Uniform Security Interests

VII Criticism and Reform Proposals

Index Footnotes

1 These are interests based 1 A floating charge created 1 See M Bridge, Personal 1 See, generally, N Palmer 1 Santley v Wilde [1899] 1 In supply contracts (see 1 See generally, R Derham, 1 See para 23.95 et 1 Part 25 replaced Companies 1 Namely requirements additional to 1 See para 14.01. 1 Clarke v Abbot (1741) 1 Pilcher v Rawlins (1872) 1 This is a basic 1 The central question, innkeepers 1 See para 8.25. 1 Enforcement issues arising out 1 See para 4.06 et 1 See generally ch 3. 1 See para 8.10. 1 Reference may be made 1 See para 23.99 et