“At its most basic, a charge is simply the dedication of property to the performance of a particular obligation” (Colin Bamford, Principles of International Financial Law (2nd edn, Oxford University Press 2015) 310 

INTRODUCTION

Financial transactions (FT) are almost always worried about the advent of a personal duty to pay money. This may be the reimbursement of a loan, payment of the purchase price of an asset, redemption of a bond, or the release of some other obligation accepted by an agreement. Sadly, the world is not so kind. An obligor (who owns an obligation to another) might not have the required resources with which to perform its obligations, might be prohibited from paying by governmental action, or might simply deny doing what it has promised. To safeguard itself in this condition, an obligee (to whom an obligation is owned) has two possible courses of action: firstly, it can arrange a substitute promisor; or on the other hand it can set up an arrangement which enables it to utilize an asset, which may or may not belong to the obligor; as the source of reimbursement.  Although the desire to guard against the consequences of a failure by a promisor is the most clear purpose behind taking security, it is likely to identify a number of other motivations. Of particular importance in FT, one might indicate the following: legal authority for corporate insolvency or liquidation make provisions for the use of assets of the insolvent domain, in order to spread as fairly as possible the insufficiency resulting from the insolvency. In the case of banks, their capability to lend is controlled by capital requirements set by their regulators; banks are required to confirm that their assets are supported by capital on the bank’s balance sheet. Thus, an advance by the bank, which is secured, on the property of the debtor is often regarded as less risky than one, which is unsecured. For a bank, therefore, intriguing security may be encouraged only in parts by the fear of default, and possibly even more by the desire to decrease funding costs by lending in the way, which requires the minimum capital.1 Taking security is a key part of commercial dealings: especially when dealing in financial markets.  The term security is the process of trying to utilize at least one of various legal structures to guard oneself against the menace that one’s counterparty may go into liquidation or fail to perform its promised duties.2 A financier taking security is worried to see that if the borrower’s assets are inadequate to meet the claims of all his creditors the financier will at least have the capacity to look to his security to acquire total or partial payment. So the main purpose of security is to decrease credit risk and attain priority over other creditors in the case of the borrower’s insolvency. However, it remains the general belief that a secured creditor has primacy over an unsecured creditor.3 The extent of security interest is a substance of some uncertainty but in Bristol Airport plc v Powdrill, the term security has been described in the following terms: security is created where the creditor (lender) to whom an obligation is owned by the debtor (borrower) by law or agreement, in addition to the personal guarantee of the borrower to discharge the duty, acquires rights exercisable against some property in which the borrower has an interest in order to enforce the discharge of the borrower’s obligation to the creditor.4

Before discussing and analyzing the use of charges in facilitating FT: it is imperative to provide a description of the nature of charge, kinds of charge i.e. fixed and floating charge. Then we will critically compare and contrast between the two charges. Finally, whether they are effective types of security along with the conclusion. 

NATURE OF CHARGE

At it’s most basic, a charge is a consensual security that appropriates property for the release of an obligation. According to the English Companies Act, the definition of charge may include a mortgage, however, there are real differences between the two,5 one being the result of the common law, and the other of equity.6 Like, a charge takes property for the payment of a debt but a mortgage, on the other hand, goes further than a charge and operates to “transfer ownership in equity to the creditor, subject to the chargor’s equity of redemption”. Unlike a mortgage, the formation of a charge does not effect a transfer of legal ownership of that property. However, the significance of the distinction between mortgage and charge is said to lie in the variety of remedies offered to the creditor in the event of nonpayment. A chargee has access to a more limited range of remedies than is accessible to a mortgagee. In Re Bond Worth Ltd7 Slade LJ recognized that the words mortgage and charge are frequently used interchangeably.8 In Re Bank of Credit and Commerce International (No.8),9 Lord Hoffmann described the expression charge as being a proprietary interest allowed by way of security without a transfer of ownership or possession. In Carreras Rothmans v Mathews Treasure10 Peter Gibson J, said that a charge is created by an appropriation of specific asset to the discharge of a liability without being any change in possession either at law or equity.11 The current authors of Fisher and Lightwood’s Law of Mortgage described charge as a security whether real or personal property appropriated for the release of an obligation, “but which does not permit either an absolute or a special property in the subject of the security to the creditor”, nor any right to ownership. In the event of non-payment of an obligation, the creditor’s right of realization is by legal process.12 In the United Kingdom, the term charge is used to explain a loan security (a form of collateral). Typically, charges are categorized into fixed and floating charges, a significant factor in relation to the requisite to register. Previously, section 860(1) of the Companies Act (CA) 2006 set out that detail of certain fixed and all floating charges created by a company had to be sent to the registrar within 21 days after creation. This indicated that if a type of charge was not included on the list it was not necessary to be registered. The new reforms to revolutionize the corporate security. Currently, instead of setting out a prescribed list of registrable charge, the new regulation undertakes that all securities must be registered, subject to an exception;13 fixed charges over debts (BD), which are not BD, are the main exception to the requisite of registration.14 The new rule aims to improve the registration of security created by companies and limited liability partnership in numerous ways: firstly, by decreasing the cost to openly record the required information through the creation of a modern electronic filing system, secondly, by reducing confusion as to which charges must be registered. Thirdly, by establishing a single scheme for all UK registered companies. Fourthly, by improving the standard of information available about the security. Finally, to improve public access to information regarding the registered security tools that create the companies charges.15

FIXED CHARGE

In Illingworth v Houldsworth16 Lord Macnaghton, described fixed charge, ‘’being one that without more fastens on ascertained and definite property or property capable of being ascertained or definite tends to be used in respect of freehold or leasehold property and occasionally in respect of sticks and shares owned”. Such a charge supplies creditors with a specific security and ensures that the property burdened cannot be distributed with except subject to the credit’s interests.17 In Re Spectrum Plus Ltd18 Lord Walker repeated these views: “ under a fixed charge the assets charged as security are permanently taken 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”.19 A fixed charge has been defined as: the seizure of real or personal property for the release of a debt or other obligation.20 Fixed charges are the charges that attach to a specific identifiable asset, which means that the debtor may not dispose of the charged property without permission from the creditor.21 The motive of the fixed charge is to protect the right for the secured party to be paid an amount of money, such that if the debtor fails to pay money then the creditor can apply to the court for authorization for a sale of the charged property. Simply, a fixed charge takes effect over identified asset and is fixed and thus limited to that identified asset. In relation to a fixed charge, it is essential that the charged property is appropriately identifiable.22 These are the charges that are held against some specified, tangible assets (such as land, vehicles, machinery, furniture, stock, bonds and cash). The charges are raised directly after it makes a contract with a bank, especially when it gets a loan. Fixed charges act as a security for the loan and the company is not permitted to sell them or exchange them with a third party until the fulfilment of the contract. Such a contract is obligatory for as long as the loan amount has not been fully paid by the company may continue to use it for internal dealings. The bank has the right to seize the assets and use it for recovering the missing amount usually through the auction of the property if the company fails to adhere to the contract binding for the loan terms hence resulting to nonpayment of the agreement. Therefore, such a charge can result in the loss of the specific asset used as security. This charge involves a high level of protection to the creditor as it permits the creditor to associate the credit offered to a particular tangible asset in the company. This form of charge carries a high level of priority in the insolvency law and is the commonly used form of charge for most of the agreements involving securities.23 The remedies available to the chargee under fixed charge are auction and appointment of a receiver.24

FLOATING CHARGE –  A SECURITY DEVICE

The tremendous contribution of modern company law to the world of trade and commerce is, without doubt, the floating charge.25 Earlier there were only fixed charges. But there were problems if one wanted to create a fixed charge over an entire business: (I) some assets of the company would not yet exist; and (II) nature of some assets would change regularly. Where do floating charges come into this? In the nineteenth century it was thought to be essential corollary to there being a fixed charge over all the assets for a trading company, that this would disable the business.  This was because in a fixed charge the chargee’s consent is required to any disposal of assets. Thus the courts interpreted what looked like fixed charges to be in fact floating charges in order to circumvent business disability and make the security work. This reasoning is referred to in the case of Agnew v IRC.26 The logical significance of this should have been that a fixed charge was to be taken to be a floating charge if that was necessary to evade business paralysis.27 Lord Macnaghten in his speech in Illingworth v Houldsworth28 described floating charge in these terms: “a floating charge is ambulatory and shifting in its nature, hovering over and so to speak floating with the property which it is intended to affect until some event occurs or some act is done which causes it to settle and fasten on the subjects of charge within its reach and grasp”.29 The floating charge is one of the most subtle formations of equity, and despite the volume of case laws and literature dedicated to its analysis, it remains conceptually difficult. This is because a floating charge is an interest not in particular assets but in a constantly fluctuating fund of assets and English law has always found it elusive to struggle with the concept of a fund.30 In English law, the idea, of the floating charge is of vital importance in the constructing of security arrangements, where the security-giver is a company.

The notion of a floating charge, first acknowledged in the nineteenth century, is that a company may allow a charge, which floats over all of its resources or an identifiable class of its assets. Until, such time as it crystallizes, the company can contract with those assets free of any interest of the security-taker. On crystallization, however, the charge links to all the assets owned by the company in the class concerned, as a fixed charge. In Downsview case Lord Templeman said, the security for a debt suffered by a company may take the form of a fixed charge on property or the form of a floating charge, which becomes a fixed charge on the properties comprised in the security when the liability becomes due and payable.31 In spite of Re Panama, some judges found it really challenging to see how any security interest could be said to exist prior to crystallization. Undoubtedly a floating charge does not do much for the creditors prior to crystallization. He cannot exercise exclusive rights over the asset either as against the company or as against the third person nor does he have the right to appear in a court to obtain an order against the company to restrain dealing with its assets in the ordinary course of business where creditors security is not in jeopardy or subject to his veto and the dealings are not in breach of the debenture. Nevertheless, it is now recognized that a floating charge creates an immediate, though unattached, security interest. This idea is most clearly expressed In Evans v. Rival Granite Quarries Ltd, Buckley32 L.J. described the nature of a floating charge as33 “a floating security is not a future security; it is a present security, which presently affects all the assets of the company expressed to be included in it”.34 Then, how to identify a floating charge? What are the hallmarks of such a security? In Re Yorkshire Woolcombers Association Ltd35 Romer L.J. thinks that if a charge has the three characteristics that he mentioned then it is a floating charge: (1) if it is a charge on a group of assets whether present or future. (2) If that group is one, which in the normal course of business would fluctuate from time to time, and (3) the company has freedom to carry on its business in the ordinary way until some future steps is taken by or on behalf of those interested in the charge. According to Romer L.J. the judgment of Buckley L.J. previously quoted indicates that it is a present security in a fund of assets, which the borrower company is left free to manage in the normal course of business, however not completely free. In Re Bond Worth Ltd36 Slade J. gave a different opinion, he pointed out that while Romer L.J. in the passage quoted earlier had discussed about a floating charge as covering present as well as future assets, he had made clear that it was not essentially the case that a floating charge should possess all the three features. Similarly, Lord Millett in Re Agnew37 referring to the three characteristics of a floating charge described by Romer L.J. observed that Romer L.J.’s judgment offered an explanation, not a definition and while the first two characteristics he mentioned are usual of a floating charge they are not distinctive of it, and it was the third characteristic (freedom to deal) which was the hallmark of a floating charge.38 Floating charges lack one of the essential features related with security, which is that the security remains with the chargor or is readily recoverable from transferee.39 The fact that a floating charge could easily be appropriated over all the assets of a company meant that on imposition a chargee was in a position to take all the assets of the company that were not the subject of specific charge, to the payment of the company’s indebtedness to it. Moreover, if the company does become bankrupt, the creditor with a floating charge may find that other creditors have taken fixed charges ranking priority to the floating charge with the outcomes that the company has insufficient assets to satisfy the debt secured by the floating charge. By 2001, a floating chargee had little benefit in terms of priority given the huge number of claims that had statutory priority over it. The potential of a floating chargee to protect itself against the priority of subsequent secured creditors was also restricted. The ability of the chargor to dispose of the assets, though in some ways an advantage of the floating charge, also weakened the security. The only weapon available to the chargee to stop disposal of the assets was to crystallize the charge: as the only significant benefit of crystallization that remained was that it was effective to attain priority for the floating chargee against unsecured creditors imposing execution and to some extent against landowners imposing distress for rent and councils executing distress for rates.40 There are few devices available to strengthen the floating charge without demolishing its flexibility. Firstly, it is established that there are certain limitations on dealings, which are not incompatible with the floating nature of a floating charge, and the creditor can request to include these in the charge in order to protect its interests. Secondly the creditor can also protect its interest through provisions in the terms of the charge relating to crystallization.41

FIXED CHARGE V. FLOATING CHARGE

When deciding if a charge is fixed or floating, it does not matter that the actual security may change from time to time. The vital test for determining the class in which a charge falls is “whether or not the chargor is free to dispose of the charged assets without the consent of the chargor.” However, it is “sufficient to merely restrict the freedom of the chargor to deal with the charged assets” when trying to circumvent the creation of a floating charge. A fixed charge is a charge that attaches to a specific identifiable asset, which states that the borrower cannot dispose of the asset without the consent from the lender. A floating charge is a charge that does not firstly attach to a specific asset, which means that the borrower is permitted to dispose of the assets without having to get the consent of the lender.42 The legal significances of a charge being floating have acted as a robust incentive to charges to draft charge documents which create fixed charges over as many of the debtor’s assets as possible. Thus fixed charges would be created not only over specified assets but circulating assets as well. There is no problem with there being a fixed charge over present as well as future assets; however, realistically, the chargor will also need to dispose of circulating assets and an authority to do so without the chargee’s consent will lead to the charge being considered as floating.43 The Re Brumark44 case led to Lord Millett’s two-step process for differentiating a fixed charge from a floating charge, namely the ascertainment of the chargor’s and chargee’s intentions as concluded from the wording of the charge document, and secondly the classification or description of such charge, the latter being purely a matter of law. Lord Millett perceived that the nature of a charge should be concluded from the substance rather than through total dependence on the wording laid down by the parties. Lord Millett also highlighted that the pivotal feature that differentiates a floating charge from a fixed charge is the company’s ability to deal with the charged assets in its ordinary business rather than the changing nature of the assets. In Re New Bullas Trading Ltd45 Lord Millett was desirous to suggest that the banks “wanted the best of both worlds”, judging from their desire to create a security model with the nature of a fixed charge and the practical virtues of the floating charge while concurrently skipping the costs of reaching the same. Lord Millett specified that a debt cannot be detached from its proceeds as the two signify a single security interest. The following Court of Appeal decision in National Westminster Bank Plc v Spectrum Plus Ltd46 agreed with Lord Millett, and Lord Phillips MR “pointed to the mark of the floating charge as being the chargor’s liberty to deal with the charged assets in any manner that appealed to the chargor’s needs until the chargee stepped in”.47 A floating charge is dissimilar from a fixed charge in the manner that the chargor is allowed to deal with the assets over which the charge floats without reference to the chargee, unlike a fixed charge, which restricts the chargor from dealing with the charged assets without accounting to the chargee.48 The difference between a fixed and floating charge is mainly relevant in the case over book debts (BD).49 The legal ramification of such a distinction, have an important impact on the creditors right to the charged security. Fixed charges are considered particularly beneficial because they provide the creditor priority over preferential creditors and holders of floating charges when the debtor defaults. In the eyes of a bank giving businesses loans, the most obvious negative quality of a floating charge is that floating charges are paid only after fixed charges and preferential50 creditors have been paid. On the other hand, floating charges are more likely to be set aside than fixed charges during insolvency as a result of section 245 Insolvency Act 1986. The act permits for floating charges created within 12 months of the company becoming bankrupt to be set aside. When a bank has a fixed charge as security, it gives a bank a great deal of power over the valuable asset of the company that provides the working capital for the company. BD are considered the primary assets of the company, having them for security increases the creditor’s chances of recovering its money, which is one of the main reasons for taking security. Also, at the time of financial distress, the bank is able to exercise a great deal of power and force the company to do a multiple of things, including a rearrangement of management or anything else the bank may think will save the company from being insolvent. Section 2951 of the Insolvency Act 1986, also permits the holder of a charge to appoint an administrative receiver to enforce the charge – a powerful instrument since BD are the prime asset of a company and qualify as a considerable amount of the borrower’s assets. The Enterprise Act (EA) of 2002 also allows creditors to take control over charged assets without judicial intervention, which provides the creditor with a considerable degree of control when recovering their assets from a company in financial distress. The EA of 2002 has negatively impacted by specifying all floating charge created after September 15, 2003 are subject to the tax of the “prescribed part” fund. That indicates that about 20% of the net property remaining after fixed charges and preferential debts are paid, the assets, which could be subject to a floating charge, goes into the fund of unsecured creditors.52 There are many advantages of fixed charges, however, they do present some policy issues. One particularly relevant issue is that banks no longer need to engage in detailed investigation of the financial circumstances of the borrower, as they simply have to compare the value of the security to the loan to confirm the security covers the loan. The use of security in FT is attractive, particularly in the form of a fixed charge, where the bank has priority, because screening is expensive. The absence of a fixed charge over BD may urge banks to conduct more detailed investigations, which is beneficial as commercial lenders are better to spread risk than some other groups.53 On other hand, the possibility of having a floating charge set aside is also an incentive for the banks to conduct detailed investigations when lending to any borrower. One of the main magnetism of a floating charge over BD is that the borrower is permitted to continue using the charged property in the normal course of business as if the property was not charged, and can continue to use it until the secured creditor takes a step under the charge to stop it (crystallization). Therefore, floating charges provide a business-oriented solution that both gives banks safety and permit businesses to continue using the capital from BD in regular business. This benefit of a floating charge, however, does not curtail the difficulty for charges that English insolvency rule ranks preferential creditors and fixed charges ahead of floating charges, meaning a floating charge holder is less likely to recover their money.54

CONCLUSION

The fixed charge is created on a specified asset, no matter if they are tangible or intangible. Unlike floating charge, which includes the existing assets, which fluctuates from time to time. The floating charge has undergone many blows over the years, and yet maintains its popularity amongst lenders,55 because of some advantages; like it can be created when the company does not have any specific asset, offers freedom to the owners, the borrower is free to use the asset as if it was never secured until crystallization, does not need any consent from the lender before disposal of the asset, floating charge holders always protected than an unsecured creditor, and the main benefit to the floating charge holder in case of insolvency, is that they can appoint administrative receiver who will ensure maximum return to them.56 To some extent, this is hard to understand. As a priority tool, it is severely limited.57 “The strength or weakness of any security device must be measured by its ability to compete for priority with other security devices. Using this measure, the real strength of a floating charge is clearly its greatest weakness.” The floating charge possibly is to be considered as an additional security, most useful when appropriated in conjunction with a fixed charge.58 Therefore, the use of charges in facilitating FT is possible if taking fixed charge as a security in comparison with floating charge because of its various disadvantages, and it is most beneficial when taking floating charge in combination with a fixed charge. 

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Preeti Ahluwalia is an Advocate, who is currently practicing under a Senior Advocate at the Delhi High Court. She  graduated from the University of Leeds, the United Kingdom with a specialisation in International Business Law (LL.M) in 2018 and from Amity University, Noida with a specialisation in Commercial Law (BA LL.B) (Hons.) in 2017. She is a highly qualified Legal Researcher with impeccable editing and legal citation abilities to support comprehensive and readable research outcomes. She is also well-versed in Civil, Arbitration, and Company’s law and skilled in case analysis.

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End Notes

[1] Colin Bamford, Principles of International Financial Law (2nd edn, Oxford University Press2015) 294-296

[2] Alastair Hudson, THE LAW OF FINANCE (2nd edn, Sweet & Maxwell 2013) 634-636

[3] Roy Goode, LEGAL PROBLEMS OF CREDIT AND SECURITY (3rd edn, Sweet & Maxwell 2003) 1-2

[4] Eilis Ferran, Principles of Corporate Finance Law (Oxford University Press Inc, New York 2008) 353-354

[5] Tan Cheng-han, ‘Charges, Contingencies and Registration‘ [2002] 2 (2) Journal of Corporate Law Studies 199-200

[6] Colin Bamford, Principles of International Financial Law (2nd edn, Oxford University Press2015) 294-296

[7] [1980] Ch 228,250

[8] Eilis Ferran, Principles of Corporate Finance Law (Oxford University Press Inc, New York 2008) 353-354

[9] [1988] AC 214 at 226

[10] [1985] 1 Ch 207 at 227

[11] Jordan Publishing, ‘Chapter 3 MORTGAGES AND CHARGES’ (Jordan Publishing,)<https://www.jordanpublishing.co.uk/system/uploads/attachments/0008/4395/chapter_3_extract.pdf>accessed 11 April 2020

[12] Falcon Chambers, Fisher and Lightwood’s Law of Mortgage (11th edn, Butterworth’s, 2002) 25

[13] Janice Denoncourt, ‘Legislation and Comment: Reform to the UK Company Registration of Charges Scheme’ [2013] 22() Nottingham Law Journal 138-140

[14] Louise Gullifer and Jennifer Payne, Corporate Finance Law Principles and Policy (Hart Publishing Ltd2011) 267

[15] Janice Denoncourt, ‘Legislation and Comment: Reform to the UK Company Registration of Charges Scheme’ [2013] 22() Nottingham Law Journal 138-140

[16]  [1904] A.C.335 at 358

[17] Robert Burgess, Corporate Finance Law (2nd edn, Sweet & Maxwell 1992) 236-237

[18] [2005] 2 AC 680

[19]Eilis Ferran, Principles of Corporate Finance Law (Oxford University Press Inc, New York 2008) 368

[20] Eilis Ferran, ‘FLOATING CHARGES—THE NATURE OF THE SECURITY’ [1988] 47(2) Cambridge Law Journal, 213-214

[21] Lauren Pogue, ‘The Spectrum Plus Case: Fixed or Floating Charges over Book Debts in England’ [2005] 9(1) 9 NC BANKING INST 419 423 

Available at: http://scholarship.law.unc.edu/ncbi/vol9/iss1/19 

[22] Alastair Hudson, THE LAW OF FINANCE (2nd edn, Sweet & Maxwell 2013) 658-659

[23] Law Teacher, ‘Fixed and Floating Charges in United Kingdom Commercial Law Essay’ (Law teacher net, November 2013) <https://www.lawteacher.net/free-law-essays/commercial-law/fixed-and-floating-charges-in-united-kingdom-commercial-law-essay.php> accessed 11 January 2018

[24] Alastair Hudson, THE LAW OF FINANCE (2nd edn, Sweet & Maxwell 2013) 658-659

[25] Chrispas Nyombi, ‘Unfairness and confusion: inherent features of floating charge security‘ [25 May 2012] 46(2) The Law Teacher 197

[26]  [2001] UKPC 28, [2001] 2 AC 710

[27] Joshua Getzler and Jennifer Payne, Company Charge spectrum and beyond (Oxford University Press Inc, New York 2006) 1-3

[28]  [1904] A.C. 355 at 358

[29] Eilis Ferran, Principles of Corporate Finance Law (Oxford University Press Inc, New York 2008) 368

[30] Roy Goode, LEGAL PROBLEMS OF CREDIT AND SECURITY (3rd edn, Sweet & Maxwell 2003) 111

[31] Colin Bamford, Principles of International Financial Law (2nd edn, Oxford University Press2015) 311

[32]  [1910] 2 K.B. 979 at 999

[33] Roy Goode, LEGAL PROBLEMS OF CREDIT AND SECURITY (3rd edn, Sweet & Maxwell 2003) 111

[34] Eilis Ferran, ‘FLOATING CHARGES—THE NATURE OF THE SECURITY‘ [1988] 47(2) Cambridge Law Journal, 214

[35] [1903] 2 Ch.284, at 295

[36] [1979] 3 AII E.R. 919

[37] [2001] 2 A.C. 710

[38] Roy Goode, LEGAL PROBLEMS OF CREDIT AND SECURITY (3rd edn, Sweet & Maxwell 2003) 113-116

[39] Eilis Ferran, Principles of Corporate Finance Law (Oxford University Press Inc, New York 2008) 369

[40] Louise Gullifer, ‘The Reforms of the Enterprise Act 2002 and the Floating Charge as a Security Device ‘[2008] 46(3) Canadian Business Law Journal 399-403

[41] Eilis Ferran, Principles of Corporate Finance Law (Oxford University Press Inc, New York 2008) 369-370

[42] Lauren Pogue, ‘The Spectrum Plus Case: Fixed or Floating Charges over Book Debts in England’ [2005] 9(1) 9 NC BANKING INST 419 423 

Available at: http://scholarship.law.unc.edu/ncbi/vol9/iss1/19 

[43] Louise Gullifer and Jennifer Payne, Corporate Finance Law Principles and Policy (Hart Publishing Ltd2011) 249-250

[44] [2001] 2 AC 710

[45] [1994] 1 BCLC 485

[46] [2004] EWCA Civ 670

[47] Chrispas Nyombi, ‘Unfairness and confusion: inherent features of floating charge security‘ [25 May 2012] 46(2) The Law Teacher 199

[48] Cw Routledge, ‘Mortgages, Charges and taking Security’ (Cw Routledge,)<http://cw.routledge.com/textbooks/9780415497718/downloads/chap23.pdf> accessed 11 April 2020

[49] Field Fisher, ‘Fixed and Floating Security’ (Field fisher Waterhouse, June 2011)<http://www.fieldfisher.com/media/1688186/Fixed-and-Floating-Security.pdf> accessed 14 April 2020

[50] Lauren Pogue, ‘The Spectrum Plus Case: Fixed or Floating Charges over Book Debts in England’ [2005] 9(1) 9 NC BANKING INST 419 423 

Available at: http://scholarship.law.unc.edu/ncbi/vol9/iss1/19 

[51] Ibid p 425

[52] ibid p 426

[53] ibid p 427

[54] ibid p 428

[55] Louise Gullifer and Jennifer Payne, Corporate Finance Law Principles and Policy (Hart Publishing Ltd2011) 260

[56] Efinancemanagement, ‘Floating Charges—THE NATURE OF THE SECURITY’ (EFinanceManagement,)<https://efinancemanagement.com/sources-of-finance/floating-charge> accessed 11 April 2020

[57] Louise Gullifer and Jennifer Payne, Corporate Finance Law Principles and Policy (Hart Publishing Ltd2011) 260

[58] A.K.M Masudul Haque, ‘The Floating Charge as a Security Device’ [2006] (10) University of Western Sydney Law Review 42-43bid p 427

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