Taking Security: Law and Practice explains how security – the creation and enforcement of proprietary rights to secure the payment of a monetary liability – is taken under English law. It offers a detailed explanation of types of security, creation, priority and enforcement.

The work is mainly concerned with property and insolvency law as these are two areas where security is tested and enforced. Authoritative in approach this highly respected book provides guidance on both the legal principles and practical issues involved in taking security. It is an important textbook for both sides in a transaction: taking and challenging the security.

This new edition of Taking Security: Law and Practice takes account of a number of changes to the law over the last five years. Slavenburg registrations were abolished in October 2009 and, since the beginning of October 2011, all traces of the requirement to register charges created by overseas companies have gone. The new edition also includes changes introduced under the Companies Act 2006, the changes to the Financial Collateral Directive and the replacement of the Rome Convention by the Rome I Regulation.

Containing both the legal background as well as practical issues which arise when you take security, this readable guide is ideal for practitioners who want to understand the legal principles that underlie the law of security and how they work in practice.

What’s new in this edition?
This new edition has been revised to take into account a number of changes to the law since 2006. The main legislative changes are the introduction of the Companies Act 2006 and the Rome I Regulation, and the changes made to the Financial Collateral Directive. Important cases include Gray v G-T-P on the meaning of financial collateral, IFC v DSNL on equitable liens, Meritz Fire and Marine v Jan de Nul on demand guarantees, Geldof v Simon Carves on equitable set-off, and Re Eurofood and Re HIH on cross-border insolvency.

This book is an essential reference for litigation lawyers when disputes arise, insolvency lawyers and accountants.

Richard Calnan, Partner, Norton Rose LLP and  Visiting Professor at University College London

• Preface to the Second Edition
• Preface to the First Edition
• Table of Cases
• Table of Statutes
• Table of Statutory Instruments
• Chapter 1
  Introduction

Part A
Types of Security

• Chapter 2
  Pledges
• Chapter 3
  Mortgages and Charges
• Chapter 4
  Floating Charges

Part B
Creating Security

• Chapter 5
  Creation
• Chapter 6
  Registration

Part C
Priority of Security

• Chapter 7
  Priorities

Part D
Enforcing Security

• Chapter 8
  Enforcement
• Chapter 9
  The Effect of Insolvency

Part E
Security Arising by Operation of Law

• Chapter 10
  Liens

Part F
Alternatives to Security

• Chapter 11
  Guarantees and Indemnities
• Chapter 12
  Set-off

Part G
International Security

• Chapter 13
  Cross-border Security
• Chapter 14
  Cross-border Insolvency
• Index

PREFACE TO THE SECOND EDITION

The first edition of this book was published in the spring of 2006, just as the debate about the future of our law of security was drawing to a close.  The grand plan to sweep away the old regime and start again had been replaced by a more modest aim - to streamline the system for the registration of charges.  Evolution, not revolution.

Although the decision had been taken in principle to amend the system for the registration of charges, it had yet to be implemented.  The five years since the first edition was published have witnessed some of the fruits of that decision.  Slavenburg registrations were abolished in October 2009 and, since the beginning of this month (October 2011), all traces of the requirement to register charges created by overseas companies have gone.  It is surely right that, in this post-imperial age, we no longer feel it necessary to legislate for charges created by foreign companies.

Changes to the registration procedure for English companies have been slower to implement.  This is partly because the Department for Business, Innovation and Skills has been punctilious in consulting those involved in taking security in relation to the various proposals which have been made.  It is also the result of the decision to have a UK-wide regime for the registration of charges, which requires some degree of accommodation between two very different systems of property law - the civil law system in Scotland and the common law systems in England and Wales and Northern Ireland.

It is expected that the changes will simplify the identification of those charges which are registrable and will also streamline the registration process.  My intention had been to publish the second edition of this book when all of those changes had been implemented.  It now seems that will not happen for at least a year, and possibly longer, and that has led to the decision to publish the second edition now.

Apart from the abolition of the requirement to register charges created by overseas companies, this second edition is able to take account of a number of changes to the law over the last five years.  Some of these result from legislation, such as the introduction of the Companies Act 2006, the changes to the Financial Collateral Directive and the replacement of the Rome Convention by the Rome I Regulation.  And although there has been no fundamental change as a result of case law, a number of important cases have had to be discussed.

I expect the changes to the registration system for English companies will be brought into effect within the next eighteen months.  Once they have been, I would hope to produce a third edition of the book to take account of those changes.  This is likely to involve the complete re-writing of most of the chapter on registration.

As ever, I owe my thanks to my secretary Sandra Pratt, who has yet again had to decipher my scribble and turn it into prose.

I have done my best to state the law as it was on 1 October 2011.

Richard Calnan
October 2011

1st Edition

"The author of this book is a distinguished and experienced observer and commentator...There is a constant need for both a work such as this to deal with both the contemporary issues which have arisen in recent case law as well as taking stock of the more well established principles...extremely practical...this work will be of extreme benefit to practitioners"
Journal of International Banking Law and Regulation

"well-written, clear and comprehensive account"
Journal of Business Law

2nd Edition

"If you or your clients are involved with the matter of securing payment of a sum of money - in property or insolvency law, for example -- you'd be well advised to acquire 'Taking Security: Law and Practice.'.....this book is a real time-saver for busy practitioners, practiculary those whose clients are involved in cross-border issues. Clearly written and logically laid out for ease of use..." Read the review in full
Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers