Jonathan Hardman, A Practical Guide to Granting Corporate Security in Scotland
| Date | 01 May 2019 |
| Published date | 01 May 2019 |
| DOI | 10.3366/elr.2019.0559 |
| Pages | 284-285 |
Conventional wisdom dictates that one should not judge a book by its cover, but here is a book which does exactly what it says on the cover: it provides an excellent practical guide to the granting of corporate security in Scotland, with the emphasis on “the obligational implications and drafting usually required in Scots law security documents” (2).
The introduction clearly sets out the scope of the book, including what is covered and what is not; why; and underlying assumptions. The book is concerned primarily with the grant of securities by companies, especially private companies, but also covers limited partnerships and limited liability partnerships. It is divided into three parts: Part I deals with capacity of Scottish vehicles to grant security, and includes chapters on constitutional ability, action required to approve and binding the vehicle; Part II deals with the Scots law of security and includes chapters on general security considerations, the floating charge, fixed security over moveables, fixed security over heritable property and ranking of security; and Part III deals with what is described as administration and includes chapters on the registration and release of security, legal opinions and a very helpful glossary of terms. Like the introduction, each chapter defines clearly what is covered and what is not and the cross-referencing both within and across chapters is excellent. There is helpful use of illustrative examples, tables and diagrams and, on occasion, suggested styles, which makes the book very user-friendly, and reference is made to both the legal and commercial considerations which might underlie the approach to be taken. The discussion is logically structured, so the reader, if so advised, could use the book to produce their own checklists for use in practice.
It should be stressed, however, that the book's emphasis on practicality does not come at the expense of a proper legal analysis of why things should be done as suggested in practice: far from it. For example, while recognising the utility of boilerplate clauses in practice, the author is careful to point out the need to review them to ensure their relevance to the transaction in question rather than use them unthinkingly. In addition, throughout, the book provides discussion of the relevant underlying law, including areas of difficulty or controversy, before going on to consider the practical implications thereof. That discussion is generally comprehensive, subject to...
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