The Law Commission

 


TERMS AND ABBREVIATIONS USED IN THIS REPORT

Cash	In the context of financial collateral, this means sums in an account (such as a bank account), money market deposits and sums due under "netting arrangements"
Charge	Unless the context requires otherwise, this includes a mortgage.
Chargee	The lender or creditor who has taken a charge or mortgage.
Chargor	The company that creates the charge.
CLLS FLC	City of London Law Society Financial Law Committee. This was formerly known as the City of London Law Society Banking Law Sub-Committee.
Company Security Register	The proposed new register at Companies House for company charges and sales of receivables which are registered under the notice-filing scheme. It would replace the company charges register created under Part XII of the Companies Act 1985.
CP	Registration of Security Interests: Company Charges and Property other than Land (2002), Law Commission Consultation Paper No 164.
CR	Company Security Interests: A Consultative Report (2004), Law Commission Consultation Paper No 176.
CR draft Regulations	The draft regulations set out in the Consultative Report (above) for the purposes of consultation. They are referred to as "CR draft regs" in the footnotes.
Crowther Report	Report of the Committee on Consumer Credit (1971) Cmnd 4596.
Diamond Report	A L Diamond, A Review of Security Interests in Property (1989), HMSO, London.
Draft Regulations	The draft regulations in Appendix A of this report, which we recommend should be made under the powers to be included in the proposed Company Law Reform Bill. These are referred to as "draft regs" in the footnotes.
EBRD	European Bank for Reconstruction and Development.
FCAR	Financial Collateral Arrangements (No 2) Regulations 2003, SI 2003 No 3226.
FCD	European Directive on Financial Collateral Arrangements, Directive 2002/47/EC of the European Parliament and Council of 6 June 2002, OJ L 168/43 ("the Financial Collateral Directive").
FDA	Factors & Discounters Association.
Filing	The submission of a financing statement for registration in the Company Security Register.
Financial Collateral	Financial Collateral is defined in the FCD as "financial instruments" (for example, securities) and "cash".
FMLC	Financial Markets Law Committee.
NZPPSA	New Zealand Personal Property Security Act 1999 (as amended).
OPPSA	Ontario Personal Property Security Act (RSO 1990, Chapter P10 as amended).
Perfected, Perfection	"Perfected", in relation to a charge, means that all necessary steps have been taken to render it effective against third parties and in insolvency proceedings under the law of the jurisdiction in question; and "perfection" has a corresponding meaning.
PPSA	Personal Property Security Act. The term PPSAs is used as collective term for the various adaptations of the model PPSA by Canadian provinces and the New Zealand Personal Property Security Act.
Quasi-security	A generic term for transactions that perform the same economic function as a security but have a different legal form. See security interest, below.
Receivables	The term may include any monetary obligation owed to the company wishing to raise finance. In our scheme, the term "sale of receivables" is given a narrower definition, to cover only those monetary obligations arising from goods or services supplied (with the addition of the supply of energy and brokerage fees, which might not otherwise be included).
RoT	Retention of title.
Securities	Investment property such as shares or bonds.
Security	A charge, mortgage, pledge or outright sale of receivables, except where the context requires otherwise.
Security Interest (.SI.)	In the CR, as in the UCC and the PPSAs, this was used to denote any transaction that served the same function as a security (an "in-substance" SI), or which was treated in the same way (a "deemed" SI). Thus in the CR, a finance lease was an "insubstance" SI and a sale of receivables was a "deemed" SI.
SLC	Scottish Law Commission.
SPPSA	Saskatchewan Personal Property Security Act 1993.
Title-retention Device	A transaction under in which a supplier retains title to goods, so that it can retake them if the other party defaults in payment. If there is no default, the intention is that the other party should ultimately obtain title to or keep the goods for their economic life. It includes conditional sales, finance leases, hire-purchase and retention-of-title clauses.
UCC, Revised Article 9	Uniform Commercial Code, Article 9, 1999 Official Text. This sets out a system of notice filing for security over personal property in the United States of America. References are normally to Revised Article 9, which has been adopted in all States.

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