CONTRACTS & COMMERCIAL LAW eJOURNAL

"Stop ‘Sliming’ Your Liquid Assets: Security Over Deposit Accounts - U.S. Perspectives" Free Download
Adelaide Law Review, Vol. 35, pp. 129-149, 2014

PATRICK QUIRK, Ave Maria School of Law, Bond University School of Law
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This article discusses the role played by art 9 of the United States’ Uniform Commercial Code in the Global Financial Crisis, and outlines the method for taking security over deposit accounts held in US banks. It compares the process for taking such security in Australia with that used in the US, and places particular emphasis on the detailed provisions of the Uniform Commercial Code relating to attachment, collateral description, consumer exceptions, perfection by control, standard control agreements, priorities and proceeds. It is submitted that the set-up, workings and side effects of the Uniform Commercial Code art 9 regime will be instructive for practitioners in non-US jurisdictions, and may prompt useful questions and insights about their own rules and commercial conventions. Relevant portions of the American Bar Association’s Joint Taskforce on Deposit Account Control Agreements are discussed, and some comparative observations are made for those involved in international transactions.

"Filling the Accountability Gap in Structured Finance Transactions: The Case for a Broader Fiduciary Obligation" Free Download

VINCENZO BAVOSO, University of Manchester - School of Law, Durham University - Durham Law School
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This article examines the regime of legal liabilities designed to protect investors in complex structured finance transactions, notably collateralised debt obligations (CDO). In reviewing the duties and liabilities of the main actors involved in these transactions – namely directors, trustees and asset managers – the article critically assesses whether the existing law is adequate to hold them to account. It also explores more specific avenues to establish accountability, namely the law of misrepresentation and fiduciary law. The analysis shows that in the context of structured transactions there remains an accountability problem due to the extent of the applicable duties, the nature of the conflicts of interest, the problematic disclosure (misrepresentation) of the transactions’ risks. The article contends that the complexity of the legal relationships underpinning CDOs and the resulting asymmetry of information between financial institutions on the one hand and investors on the other pushes for either a broader application of fiduciary obligations or alternatively a statutory redefinition of structured transactions.

"The English Law of Secured Transactions as a Model for Southern and Eastern Mediterranean Area" 
Journal of International Banking Law and Regulation 12 (2014)

ABDULLAH NAWAFLEH, Independent
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This paper aims to examine the Law on Secured Transactions in the Southern and Eastern Mediterranean region (Egypt, Jordan, Morocco and Tunisia). It also explores a framework for developing modern secured transaction laws in this region, with a view to promoting the availability of secured credit to small- and medium-sized enterprises.

The examination presented here shows that there are serious shortcomings in the current law on secured transactions in the Southern and Eastern Mediterranean region. The study proposes that Southern and Eastern Mediterranean countries should consider adopting the advanced structure of secured transactions under English law, which may serve as an effective model for local legislators to follow in their aim to modernise their secured transactions system.

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About this eJournal

This eJournal distributes working and accepted paper abstracts dealing with contracts and commercial law. This includes papers and articles dealing with all aspects of contract law and all articles of the UCC, including commercial paper and secured transactions.

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Directors

LSN SUBJECT MATTER EJOURNALS

BERNARD S. BLACK
Northwestern University - School of Law, Northwestern University - Kellogg School of Management, European Corporate Governance Institute (ECGI)
Email: bblack@northwestern.edu

RONALD J. GILSON
Stanford Law School, Columbia Law School, European Corporate Governance Institute (ECGI)
Email: rgilson@leland.stanford.edu

Please contact us at the above addresses with your comments, questions or suggestions for LSN-Sub.

Advisory Board

Contracts & Commercial Law eJournal

IAN AYRES
William K. Townsend Professor of Law, Yale University - Yale Law School, Yale University - Yale School of Management

RANDY E. BARNETT
Carmack Waterhouse Professor of Legal Theory, Georgetown University Law Center

LISA E. BERNSTEIN
Wilson-Dickinson Professor of Law, University of Chicago Law School

CLAYTON P. GILLETTE
Max E. Greenberg Professor of Contract Law, New York University School of Law

ROBERT A. HILLMAN
Edwin H. Woodruff Professor of Law, Cornell Law School

AVERY W. KATZ
Milton Handler Professor of Law, Columbia University - Law School

RANDAL C. PICKER
Leffmann Professor of Commercial Law; Senior Fellow, The Computation Institute of the University of Chicago and Argonne National Laboratory, University of Chicago - Law School

ALAN SCHWARTZ
Sterling Professor of Law, Yale Law School

MICHAEL J. TREBILCOCK
Professor and Chair in Law and Economics, University of Toronto - Faculty of Law

ELIZABETH WARREN
Leo E. Gottlieb Professor of Law, Harvard Law School