International and Comparative Secured Transactions (LAWS0308)

The module considers the legal and practical problems of secured lending and title-based finance available to companies.

Security interests and title-based financing interests are at the heart of receivables finance, asset finance, supply chain finance, project finance, and general commercial finance. These interests provide lenders and financiers with priority over unsecured creditors of the company, and improve the chance of recovery in its insolvency. Some security interests provide the lender with the power to appoint a receiver or an administrator, and some - with control over the borrower's assets. By reducing the credit risk, these interests facilitate the availability of credit, and so are the 'lifeblood' of the economies around the world.

Conceptually, security interests and title-based financing interests raise fascinating issues in property, contract law, and equity, so the module will interest  those with practical as well as theoretical interest in the area.

The module covers creation and incidence of security interests and title-based financing interests, as well as their effectiveness in and outside of the corporate insolvency. The focus is on current English law, but comparisons with Civilian, mixed and other Common Law jurisdictions are developed. This includes Article 9 of the Uniform Commercial Code, and Personal Property Security Acts. The impact of Covid-19 measures on secured creditors and companies (in English law, it is the Corporate Insolvency and Governance Act 2020), including the policies of corporate rescue, will also be discussed.

The module is taught by Magda Raczynska, Associate Professor at UCL, and Richard Calnan, partner at Norton Rose Fulbright. It usually runs as a full-credit, year-long module, but in some years it runs in its half-module version. For details, please see below. In 2020-21, the module will be taught as a half-module version, and unless the safety guidance changes, it will be online through a mixture of pre-recorded material that can be watched at any time, and live online sessions with the module teachers. 

Module Syllabus

The half-credit version of the module in 2020-21 will cover the following topics:

1. Creation, Role of Possession and Registration, Security in the Time of Covid-19 (Covid-19 Loan Schemes)

2. Mortgages and Charges

3. Floating Charges

4. Assignment and Security over Intangibles (Receivables Finance)

5. Registrable Interests (Functional vs Conceptual approach), Title-based Interests in Asset Finance and Supply-Chain Finance 

6. Guarantees 

7. Priorities

8. Enforcement 

9. The Effect of Insolvency, and the Impact of Covid-19 Measures (Corporate Insolvency and Governance Act 2020)

10. Cross-Border Security

There will be also an opportunity to discuss reform of the English law of secured transactions and in other jurisdictions.

Recommended Materials

•    R Calnan, Taking Security (4th edn Lexis Nexis 2018)
•    Louise Gullifer (ed), Goode and Gullifer on Legal Problems of Credit and Security (6th edition Sweet & Maxwell 2017)
•    H Beale, M Bridge, L Gullifer, E Lomnicka, The Law of Security and Title-Based Financing (3rd edn OUP 2018)
•    L Gullifer and M Raczynska, ‘Secured Transactions’ in: McKnight, Paterson and Zakrzewski on the Law of International Finance (2nd edn OUP 2017) 
•    O Akseli and L Gullifer (eds), Secured Transactions Law Reform. Principles, Policies and Practice (Hart, 2016)
•    M Raczynska, The Law of Tracing in Commercial Transactions (OUP 2018)

The materials listed above are currently available to UCL students online. Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment

Preliminery Reading

Candidates not familiar with the principles of English personal property law may benefit from:
•    Chapters 1 and 11 of D Sheehan, The Principles of Personal Property (2nd edn Hart 2017), available to UCL students online
•    Part I and III.F4 in B McFarlane, The Structure of Property Law (Hart 2008).

Key Information