International and Comparative Secured Transactions (LAWS0262)

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 and Visiting Professor at UCL. It usually runs as a full-credit, year-long module, but in some years it runs in its half-module version.  In 2021-22, the module will be taught as a full-credit module. For details, please see below.

Why study this module? Watch the video here [https://www.youtube.com/watch?v=X6PwvY0NFgw] in which Magda and Richard discuss their take on this question.

Module Syllabus

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

2. Pledges

3. Mortgages and Charges

4. Floating Charges

5. The Distinction between Fixed and Floating Charges

6. Assignment and Security over Intangibles (Receivables Finance)

7. Title-based Financing Interests (part 1: Overview of interests in Asset Finance and Supply-Chain Finance; and Functional vs Conceptual approach)

8. Title-based Financing Interests (part 2: Challenges with Characterisation under English law)

9. Creation

10. Registration

11. Priorities (part 1)

12. Priorities (part 2)

13. Enforcement 

14. The Effect of Insolvency (including Corporate Insolvency and Governance Act 2020)

15. Set-off

16. Guarantees

17. Cross-Border Security (part 1)

18. Cross-Border Security (part 2)

19. International Instruments: UNCITRAL Legislative Guide and Model Law on Secured Transactions; UNIDROIT Convention on International Interests in Mobile Equipment (Cape Town 2001) and Aircraft Protocol.

20. Reform

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 (2^nd edn OUP 2017) -this is an extensive overview chapter aimed primarily at practitioners not necessarily familiar with English law
• 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)

Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment.

Preliminary 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 (2^nd 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