Secured Finance Transactions

Secured finance transactions are implemented the world over between companies, banks, funds and individuals. They form, and have formed for centuries, an integral part of the world of corporate finance. Yet there are many complexities that need to be considered and understood, including the intricate juxtaposition of laws, regulations, local custom and precedents governing such transactions; the many forms security interests take, and the varying effect these have on enforcement by the creditor of their rights under such security; the impact of which market the loan or other credit was obtained in on the manner in which security is implemented; and the jurisdictional differences in the laws and regulations applicable to such transactions.

Secured Finance Transactions, Second Edition provides the legal practitioner, businessman and banker, student and interested observer, with a practical guide to important legal developments in the field of secured finance. It includes key coverage of:

the taking of security interests over key business assets;

the application of security in the context of a variety of different transaction types; and

the characteristics of secured transactions in core emerging and developing markets.

This second edition, with 23 chapters, brings together experts on the topic and expands further on the work in the first edition in covering the types of collateral used as security, the variety of transaction types and geographical coverage in emerging markets. An invaluable manual for those already present or entering into the financing arena, this title is a critical support at a time of unprecedented international lending activity.

Introduction 7

Dominic Griffiths

Mayer Brown

Part 1. Taking security

English law security interests 11

Dominic Griffiths

Mayer Brown

Receivables 23

Charles Thain

Mayer Brown

Inventory 37

Simon Fisher

Mayer Brown

Real estate 53

Andrew Hepner

Mayer Brown

Intellectual property 67

Mark Prinsley

Mayer Brown

Security interests in bank accounts under the UNCITRAL Model Law on Secured Transactions 79

Spyridon V Bazinas

Lecturer, author and consultant

Security interests in receivables under the UNCITRAL Model Law on Secured Transactions 105

Spyridon V Bazinas

Lecturer, author and consultant

Part 2. Secured financing structures

Acquisition finance 119

Stuart Brinkworth

Ignacio Mirasol

Mayer Brown

Asset-based lending 137

Alex Dell

Mayer Brown

Aircraft finance 153

Jane Man

Richard Stock

Mayer Brown

Shipping finance 169

Bill Amos

Maggie Cheung

Conor Warde

Mayer Brown

Real estate finance 183

Charles Malpass

Mayer Brown

Fund finance 197

Aimee Sharman

Mayer Brown

Islamic finance 215

Barry Cosgrave

Mayer Brown

Project finance 229

Meredith Campanale

Danuta de Vries

Shri Maski

Rachel Speight

Mayer Brown

Part 3. Emerging markets

Emerging markets – general features 257

Ashley McDermott

Mayer Brown

Africa 269

Ian Coles

Alban Dorin

Mayer Brown

Central and Eastern Europe 291

Claudia Chiper

Robert David

Przemek Kozdój

Katerina Kraeva

Wolf Theiss

Latin America 305

Overview

Maria Alevras-Chen

Douglas A Doetsch

Mayer Brown

Brazil 306

Luis Otero Montes

Tauil & Chequer Advogados

Mexico 314

Jan R Boker

Ariel Ramos

Mayer Brown

Colombia 322

Juan Pablo Moreno

Mayer Brown

Peru 328

Luis Schrader

Mayer Brown

Argentina 333

Pablo Gayol

Cecilia Mairal

Marval, O'Farrell & Mairal

Gabriela Sakamoto

Mayer Brown

Chile 336

Loreto Ribera

Carey y Cía

Gabriela Sakamoto

Mayer Brown

Part 4. Additional features and developments

Security trustees 341

Gary Silverman

Mayer Brown

Rescue financing: a US and UK comparison 355

Trevor Borthwick

Matt Wargin

Mayer Brown

Intercreditor arrangements 369

Andrew Crotty

Danister de Silva

Mayer Brown

Reform 383

Sarah Walters

Mayer Brown

About the authors 403