3 For a discussion of bills of sale granted by individuals, see ch 11.
4 R Goode, Consumer Credit Law and Practice (2001, Looseleaf); A Guest and M Lloyd, Encyclopedia of Consumer Credit Law (1975, Looseleaf).
5 Re MS Fashions Ltd v Bank of Credit and Commerce International SA  Ch 425, CA; Re Bank of Credit and Commerce International SA (No 8)  AC 214, HL.
7 Re Lehman Brothers International (Europe) (In Administration)  EWHC 2997 (Ch) at –.
8 See the discussion in L Gullifer (ed), Goode and Gullifer on Legal Problems of Lending and Security (6th edn, 2017), para 1–16.
9 The book also does not cover credit insurance and devices, such as credit default swaps, that serve the cause of insurance without being insurance.
10 Leading works on personal security include G Andrews and R Millett, Law of Guarantees (7th edn, 2015); J O’Donovan and J Phillips, The Modern Contract of Guarantee (3rd edn, 2016). A briefer account of suretyship will be found in Chitty on Contracts (32nd edn, 2015), ch 44.
13 The same is true of other assets for which there are specialist registers, such as registered aircraft and ships and some forms of intellectual property. See para 9.23.
14 Or an administrative receiver in those remaining cases where an administrative receiver may still be appointed. See para 18.60.
16 For a discussion of debt finance, see E Ferran and LC Ho, Principles of Corporate Finance Law (2nd edn, 2014), chs 11–12; L Gullifer and J Payne, Corporate Finance Law (2nd edn, 2015), chs 7–8.
17 See British Eagle v Cie Nationale Air France  2 All ER 390, HL; Re Ehrmann Bros  2 Ch 697.
18 See, for example, T Jackson and A Kronman, ‘Secured Finance and Priority among Creditors’ (1979) 88 Yale Law Journal 143; A Schwartz, ‘A Theory of Loan Priorities’ (1989) Journal of Legal Studies 209; R Scott, ‘A Relational Theory of Secured Financing’ (1986) 86 Columbia Law Review 901; SL Harris and CW Mooney, ‘A Property-Based Theory of Security Interests’ (1994) 80 Virginia Law Review 2021; L LoPucki, ‘The Unsecured Creditor’s Bargain’ (1994) 80 Virginia Law Review 1887; H Kripke, ‘Law and Economics: Measuring the Economic Efficiency of Commercial Law in a Vacuum of Fact’ (1985) 133 University of Pennsylvania Law Review 929; R Mann, ‘Explaining the Pattern of Secured Credit’ (1997) 110 Harvard Law Review 626. There is a very helpful summary of this literature in G McCormack, Secured Credit under English and American Law (2004), ch 1.
19 The so-called Modigliani-Miller indifference theory.
20 See J Armour and S Frisby, ‘Rethinking Receivership’ (2001) 21 Oxford Journal of Legal Studies 73, 96, referring to a survey conducted by the Society of Practitioners of Insolvency, showing that the average return to secured creditors is 37 per cent and that only 18 per cent of secured creditors receive payment in full.
21 There are other reasons for not taking security. Some creditors are involuntary creditors, for example, tort claimants.
22 Law Commission, Company Security Interests (Law Com No 296, 2005) (see further para 23.12), para 1.2. The Report pointed out that even public companies frequently make use of forms of security in particular situations, and that secured financing is a crucial feature of financial markets: ibid.
23 These have apparently fallen into disuse: see para 23.28.
24 See e.g. para 2.05 on supply chain financing.
28 For the priority consequences of this in terms of liquidation and administration expenses, preferential creditors and unsecured creditors, see ch 20.
29 In the past, the recovery amount has been popularly stated as lying within the 2–5 per cent range. The new rights granted to unsecured creditors under s 176A of the Insolvency Act 1986 as amended (see para 20.24 et seq) should ensure that in most cases there will be at least some dividend for all unsecured creditors. Moreover, the average recovery may now be higher than stated in the past.
30 In the case of floating charges, this is not possible because of the prior rights of preferential creditors (ss 40 and 175 and Sch B1 para 65 Insolvency Act 1986) and, to a limited extent, unsecured creditors (s 176A of the Insolvency Act 1986).
31 Insolvency Rules 2016, r 14.4(g).
32 Insolvency Act 1986, s 283.
33 Insolvency Rules 2016, r 14.19(1)(b).
35 Re Lind  2 Ch 345, CA; Re Margart Pty Ltd (1984) 9 ACLR 269, NSW.
38 This same advantage is to be found in reformed personal property security regimes such as those in the United States, Canada, Australia, and New Zealand: See paras 23.17–23.20.
40 Lunn v Thornton (1845) 1 CB 379, 135 ER 587.
41 Tailby v Official Receiver (1888) 13 App Cas 523, HL. See further para 6.13.
43 See HC Sigman and E-M Kieninger (eds), Cross-Border Security over Tangibles (2007); HC Sigman and E-M Kieninger (eds), Cross-Border Security over Receivables (2009).
45 Alliance Bank v Broom (1864) 2 Dr & Sm 289; Re MC Bacon Ltd  BCLC 324.
46 See Insolvency Act 1986, ss 239–41, 340–42; Re MC Bacon Ltd  BCLC 324.
47 Ayerst v C&K (Constructions) Ltd  AC 167, HL.
48 See para 20.04 et seq. But note the priority given to some creditors over floating charges, para 1.29. See also Insolvency Act 1986, s 245, which avoids some floating charges before the onset of insolvency.
49 And now limited liability partnerships: see para 8.03.
55 Re Cosslett (Contractors) Ltd  Ch 495, CA (Millett LJ). A lien arising by operation of law can be expanded by contract so that the group of three security devices might be seen as four. For the purposes of the present discussion there is little practical difference between the pledge and the contractual lien and what is said about pledges applies equally to the lien. For further discussion see para 4.04.
56 And so-called ‘pledges’ of financial collateral, which are in law mortgages or charges: see para 3.20 et seq.
57 Re David Allester Ltd  2 Ch 211. See para 5.29.
58 Harrold v Plenty  2 Ch 314. Similarly, intangible property may not be the subject of a possessory lien: Your Response Ltd v Datateam Business Media Ltd  EWCA Civ 281,  QB 41.
59 Keith v Burrows (1876) 1 CPD 722.
60 Carreras Rothmans Ltd v Freeman Mathews Treasure Ltd  Ch 207.
64 This may include modifying a non-consensual device, so that a possessory lien may be extended by contract.
65 For proposals to treat the two in the same fashion, see para 23.92.
68 E.g. Re Curtain Dream  BCLC 925.
73 Olds Discount v John Playfair  3 All ER 275; Lloyds and Scottish Finance Ltd v Cyril Lord Carpet Sales (1979)  BCLC 609, HL.
75 Re George Inglefield Ltd  Ch 1, CA; Welsh Development Agency v Export Finance Co Ltd  BCLC 148, CA.
76 Whitworth Street Estates (Manchester) Ltd v James Miller and Partners Ltd  AC 583, HL; LG Schuler AG v Wickman Machine Tool Sales Ltd  AC 235, HL.
77 See, e.g., Lord Millett in Agnew v Commissioner of Inland Revenue  UKPC 28 at ,  AC 710. See paras 4.13 et seq and 6.102 et seq.
78 Snook v London and West Riding Investments Ltd  2 QB 786, 802, CA (Diplock LJ).
80 National Westminster Bank plc v Spectrum Plus Ltd  2 AC 680, HL. See para 6.99 et seq.
81 Salomon v A Salomon & Co Ltd  AC 22, HL (Lord Macnaghten); Business Computers Ltd v Anglo-African Leasing Ltd  1 WLR 578 (Templeman J).
82 See now Insolvency Act 1986 as amended, s 386 and Sch 6.
84 See Insolvency Act 1986, s 176A as amended by the Enterprise Act 2002. See para 20.25 et seq.
85 Twyne’s Case (1601) 3 Co Rep 80b, 76 ER 809.
86 See Companies Act 2006, ss 859A and 859H, replacing Companies Act 2006, ss 860 and 874; Bills of Sale Acts 1878–91. Almost all mortgages and charges need to be registered under the Companies Act: see para 10.22.
87 For the registrable particulars, see para 10.08.
88 The Companies Act 2006 (Amendment of Part 25) Regulations 2013, SI 2013/600.