Commercial Law in Practice H1 Notes

Description

Contents I. Security Interest and PPSA 2 A. Is the arrangement a security interest? 2 I. Traditional security interest 2 II. ‘In substance’ security interest 2 III. Deemed security interests 3 B. How can it be perfected? 3 C. Is it entitled to any super priority? 6 II. Guarantee, Letter of Comfort, Letter of Credit 7 A. Guarantee vs Letter of Comfort 7 B. Guarantee vs Letter of Credit 9 III. Duly Execution of documents 9 A. Signing of Deed 10 B. Signing of other documents 11 IV. Liquidation and Administration in Solvency Scenario 11 A. Is the transaction voidable? 11 I. Is the transaction subject to Ipso Facto rules? (only apply to administration and receivership) 11 II. unfair preference or uncommercial transaction 13 III. Is it an insolvent transaction? 14 IV. Is it a voidable transaction? 14 V. Is there a defence to a voidable transaction? 14 VI. Is it a voidable circulating security interest? 15 VII. consequence of voidable transaction 17 B. Is the transaction prohibited by law? 17 I. Related party transactions 17 II. Financial assistance 19 C. Is the director liable for insolvent trading? 20 D. Is the transaction entitled to insolvency set-off? 22 V. structures for the advance of funds 23 A. Secured Loan 23 B. Lease 23 C. Retention of Title 23 VI. Possible Attacks to transaction 25 A. Capacity of corporations / ultra vires 25 B. Abuse of power 26 C. Internal procedural defect 26