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Assignments of Book Debts – outright transfers of rights or unregistered securities?
Walton, Peter
Walton, Peter
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2018-11-01
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Businesses are increasingly being financed by receivables financiers who take assignments of a company’s book debts. The receivables finance industry is estimated to be worth over €1.6 trillion across Europe with the U.K. market leading the way. In the event that the company goes bust, the assigned book debts are swept away by the financier, as legal owner, and consequently what is often the only significant asset of a company is not available to the general body of creditors. The financier will either give notice to the debtor at the time of taking the assignment (“debt factoring”) or delay such notice until sometime later (“invoice discounting”). The accepted wisdom is that such agreements are absolute assignments and not security interests and therefore do not require registration under the Companies Act 2006. This article considers the history of assignments of book debts and suggests that an equitable assignment of a debt is not an out-and-out transfer of the debt but operates by way of charge. Such an agreement is therefore a security interest which is void against other creditors without registration. Although the invoice discounter may convert the equitable assignment into a legal assignment by giving notice to the debtor, if that notice is subsequent to the commencement of a formal insolvency process, that notice will be of no effect.
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Walton, P. (2018), 'Assignments of Book Debts – outright transfers of rights or unregistered securities?', Wolverhampton Law Journal, 1 (1) pp. 1-20
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Journal article
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en
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2517-8121