Principles of Corporate Finance Law

Ferran, Eilís; Ho, Look Chan

doi:10.1093/acprof:oso/9780199671342.001.0001

Cited by 88 publications

(32 citation statements)

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“…By allowing the debtor to remain in control and meddle with the charged assets impliedly means that the debtor may unwittingly, "dispose of the subject matter of the security unprofitably, thereby undermining the value of the security and potentially putting its solvency at risk". (Ferran, 2008) This means that the creditor must take steps to protect itself against any opportunism of the debtor. First, the creditor will employ the device of negative covenants to impose certain restrictions on dealings which are incompatible with the floating charge and endanger the security.…”

Section: Crystallisation Of Floating Chargementioning

confidence: 99%

“…The principal object of negative covenant "is to ensure that the borrower remains able to fulfil its obligations under the loan contract and does not engage in conduct that would prejudice that ability". (Ferran, 2008) The "full set of negative covenants" normally found in debt contracts are "restrictions on debt", "restrictions on prior claims" "restrictions on investments", "restrictions on dividends and other payments to shareholders", "restrictions on mergers and sales of assets", "prepayment alternative", and "early warning covenants". (Bratton, 2006) Second, if the creditor is a debenture holder, secured by floating charge, the statutory provisions on crystallisation applies 67 ; if it is a debt secured by a floating charge, the creditor will insert provisions on crystallisation.…”

Section: Crystallisation Of Floating Chargementioning

confidence: 99%

“…In other words, the parties are free to characterise their security arrangement (including to assign rights to each other) as they want but the transaction labours under the danger of recharacterisation if it offends "the doctrine of shams" or "the mislabelling principle". (Ferran, 2008) This point was emphasized in Agnew's case:…”

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confidence: 96%

“…(Ferran, 2008) This condition was first introduced in 1907 27 to address agency problems (Smith, 2012) 28 which the Salomon's case so starkly revealed. It is submitted that conditions (b) and (c) of this provision are ill-conceived.…”

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confidence: 99%

“…(Ferran, 2008) Under a fixed charge the assets charged as security are permanently appropriated to the payment of the sum charged, in such a way as to give the chargee a proprietary interest in the assets. So long as the charge remains unredeemed, the assets can be released from the charge only with the active concurrence of the chargee.…”

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confidence: 99%

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Statutory Decrystallisation of the Floating Charge: Implications for Business Sustainability

Onamson¹

2016

ILR

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This paper analyzes the provisions of the Nigerian Companies and Allied Matters Act 2004 which, against the grain of general law rules on decrystallisation of floating charge, provides that a crystallised floating charge can decrystallise or refloat where the creditor withdraws from possession after the debtor has commenced payment or if the receiver, with consent of the creditor, is withdrawn. The analysis is relevant because the provision has dire implications for business sustainability since parties engage in debt transaction to sustain the going concern basis of their businesses. Bearing in mind that uncertainty pervades the boundaries between fixed and floating charge, the paper asks what is the priority status of a decrystallised floating charge as against a floating charge created prior to refloatation; and what is the relationship between the decrystallised floating charge and a fixed charge that predated the decrystallisation on the one hand and a fixed charge created post refloatation on the other hand. Using the case law and existing literature the paper showed that the statutory provision for decrystallisation of floating charge not only failed to clarify the general law rules on decrystallisation of floating charge, but it has cast a veil of uncertainty over the rights of parties to a debt transaction secured by floating charge. Since the provision can impact on the health of businesses, it behoves on the parties to be proactive in crafting debts contracts creating an interest secured by floating charge.

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Section: Crystallisation Of Floating Chargementioning

confidence: 99%

Section: Crystallisation Of Floating Chargementioning

confidence: 99%

mentioning

confidence: 96%

mentioning

confidence: 99%

mentioning

confidence: 99%

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Statutory Decrystallisation of the Floating Charge: Implications for Business Sustainability

Onamson¹

2016

ILR

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National Report on the United Kingdom

Valsan

2020

Ius Comparatum - Global Studies in Comparative Law

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UK company law does not have a specialised body of rules dedicated to groups of companies. Liability within a group and toward third parties may arise based on other legal doctrines, such as piercing the corporate veil, liability of the parent company as de facto or shadow director of the subsidiary for various fiduciary, accounting and reporting duties, as well as duties to creditors in the vicinity of insolvency. Liability may also arise when a special relation is established between the companies in a group, such as agency, or between the parent company and a third party affected by the subsidiary's activity, such as a duty of care in negligence.

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History of Crowdfunding in the Context of Ever-Changing Modern Financial Markets

Kallio

Vuola

2020

Advances in Crowdfunding

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The history of financial markets and finance are united by continuous fluctuations between economic cycles usually caused by structures that enable opportunism and moral hazards. Every crisis contains the seeds of change and innovation, but also risks for regulative overreactions. Crowdfunding as a form of financing is part of this series of innovations in the history of the financial markets. Understanding of the historical changes of both the financial market and the financial system as a whole helps to put new financial innovations, such as crowdfunding and, more broadly, fintech into perspective. The evolution of financial markets or corporate finance naturally will not end in crowdfunding. This chapter gives an overview of history of crowdfunding as part of the ever-changing modern financial markets and contextualizes it as a new, innovative, and modern form of financing in the financial markets.

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Principles of Corporate Finance Law

Cited by 88 publications

References 0 publications

Statutory Decrystallisation of the Floating Charge: Implications for Business Sustainability

Statutory Decrystallisation of the Floating Charge: Implications for Business Sustainability

National Report on the United Kingdom

History of Crowdfunding in the Context of Ever-Changing Modern Financial Markets

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