Shares are commonly offered as security for a loan. In commercial lending transactions, shares are typically offered as security: • as part of a package of security over the whole of a company's assets (see Practice Note: Key features of debentures) • where the borrower is a special purpose vehicle and the lender wants to have the ability to take control of the borrower and its whole business on enforcement (see Practice Notes: Security in real estate finance transactions, Security in project finance transactions and Taking security in acquisition finance transactions—overview), or • for stamp duty or other tax reasons (see Practice Note: What does stamp duty apply to?) This Practice Note explains the key issues that arise when taking security over shares. In particular, it considers: • the types of shares that may be secured • the relevant types of security used in respect of shares • key terms of the relevant security documents, and • perfection and priority of security over shares This Practice Note focuses primarily on taking security over certificated

Shares are commonly offered as security for a loan in commercial lending transactions. Practice Note: Taking security over shares explains how to take security over shares in general. This Practice Note looks at specific issues relating to taking security over shares held in CREST, the UK's clearing and settlement system. This Practice Note explains: • the nature of registered shares and the difference between certificated and uncertificated shares • what CREST is and how shares can be held in CREST • how security can be taken over shares held in CREST • the particular issues that arise when taking security over shares in CREST and key considerations when documenting the security • perfection and priority issues when taking security over shares in CREST • how to enforce security over shares in CREST Different considerations apply where security over shares held in CREST is being taken by a settlement bank—these are outside the scope of this Practice Note. For more information, see commentary: CREST payments: Tolley's Company Law Service [C8041]. Types of shares Registered

Scope of this Practice Note Land (or real property) is commonly offered as security for a loan. In commercial lending transactions, land is particularly commonly offered as security: • as part of a package of security over the whole of a company's assets (see Practice Note: Key features of debentures) • in property finance (where land is acquired as an investment or bought for the purposes of development—see Practice Note: Security in real estate finance transactions), and • in project finance (where the project site usually represents a significant proportion of the borrower's assets—see Practice Note: Security in project finance transactions) This Practice Note explains the key issues that arise when taking security over unregistered land located in England or Wales and covers: • the types of security that can be created over land • how to create a legal mortgage over land • how to create an equitable mortgage or charge over land • formalities when creating security over land • due diligence • key terms of the security document • insurance issues • tacking further advances

Types of security The types of security available under Scots law are more restricted than those available under English law. The security available is determined by the type of assets to be secured. This Practice Note examines the security which can be obtained over certain specific asset categories before discussing the floating charge, which is a security which can be granted by Scottish companies or limited liability partnerships. Fixed security Land and buildings The form of fixed security which can be granted by both individuals and companies over real estate assets in Scotland is the standard security. The standard security can be granted over an interest in land which may be recorded or registered in the General Register of Sasines or the Land Register of Scotland. It should be noted that the General Register of Sasines closed to (among other things) the recording of new standard securities from 1 April 2016. From that date, a borrower granting a security over a property that is recorded in the General Register of Sasines will be required to

Scope of this Checklist This Checklist sets out the factors to consider when a company is proposing to grant a fixed charge. It assumes that an English or Welsh company will be granting a number of fixed charges to a lender situated in England or Wales. In this Checklist: • the company granting the fixed charge is called the 'chargor' • the entity to which the charge is granted is called the 'chargee', and • the document containing the fixed charge is called the 'security document' Fixed charges can be granted in a standalone security document or form part of the security created by a debenture (see: Documentation required to create a fixed charge below). For more information, see: Practice Note: Fixed and floating charges. Preliminary questions before taking security by way of a fixed charge • Is a fixed charge the appropriate method of taking security? ◦ A fixed charge can be granted by a company, limited liability partnership and other bodies corporate. It can also be granted by an individual though this is uncommon

This checklist sets out the factors to consider when a company is proposing to grant a floating charge. It assumes that an English or Welsh company will be granting a floating charge to a lender situated in England or Wales. In this checklist: • the company granting the floating charge is called the 'chargor' • the entity to which the floating charge is granted is called the 'chargee', and • the document containing the floating charge is called the 'security document' For detailed information on the nature of floating charges and the differences between fixed and floating charges, see Practice NoteFixed and floating charges. For information on the advantages and disadvantages of taking a floating charge, see Practice Note: Floating charges—advantages and disadvantages. For detailed information on considerations when taking a floating charge, see Practice Note: Floating charges. A floating charge can form part of the security created by a debenture—see Practice Note: Key features of debentures. Debentures also typically contain other types of security interest such as mortgages, assignments and fixed charges. A floating

Scope of this Checklist This Checklist sets out the factors to consider when a company is proposing to grant a mortgage. It assumes that an English or Welsh company will be granting a mortgage to a lender situated in England or Wales. In this Checklist: • the company granting the mortgage is called the 'mortgagor' • the entity to which the mortgage is granted is called the 'mortgagee', and • the document containing the mortgage is called the 'security document' Preliminary questions before taking security by way of a mortgage • Is a mortgage the appropriate method of taking security? ◦ A mortgage transfers title to the asset with a right in the equity of redemption for it to be transferred back to the mortgagor once sums due have been paid in full (though note that certain mortgages, such as over land are statutory, meaning that there is no transfer of title). The use of the asset will remain with the mortgagor. For more information on the characteristics of a mortgage, see Practice Note: Mortgages. Note also that

This checklist sets out the factors to consider when a company is proposing to grant a pledge. It assumes that an English or Welsh company will be granting a pledge to a lender situated in England or Wales. In this checklist: • the company granting the pledge is called the 'pledgor' • the entity to which the pledge is granted is called the 'pledgee', and • the document containing the pledge is called the 'security document' Preliminary questions before taking security by way of a pledge Is a pledge the appropriate method of taking security? Is the asset of a type that can be pledged? The types of assets which can be pledged are: • goods (ie tangible, moveable assets such as precious metals or other commodities), and • documents of title to goods or intangible assets where title to the asset can be transferred by delivery of a document (eg bills of lading, as to which, see Practice Note: Bills of lading and sea waybills) such that both the documents of title and the underlying goods are pledged Does

Law360, London: With more than six months since the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023)receiving royal assent and becoming law on 26 October. 2023, it is time to take stock of some of the changes that the act will introduce in the near future and the steps corporate leaders can take.

Law360: It is no secret that the UK courts are struggling, as the case backlog across their civil, criminal and commercial divisions continues to build and practitioners experience lengthy delays across the justice system.

Congratulations. You have secured your first role as an in-house lawyer. It’s your first day. Everyone in the legal team is very friendly and welcoming. That’s promising. This Practice Note is the first in a series aimed to help you rapidly to become an effective part of your legal team and the organisation you’ve joined. It sets out some practical steps you should make time to complete in your first few weeks, together with some longer-term projects that may present themselves. Each of those practical steps is expanded upon in more detail in further Precedents, Practice Notes and Checklists to help you get started in your new role. This Practice Note is intended for a new in-house lawyer joining an established legal team in their new organisation. If you are taking up your first role as an in-house lawyer in an organisation that has not had anyone in an in-house role before, see Practice Note: Taking up a new role in-house—new role to you and to the organisation. If

Congratulations. You have secured your first role as an in-house lawyer. It’s your first day. Everyone is very friendly and welcoming. That’s promising. However, the business hasn’t had an in-house lawyer before and you’ve come straight from private practice. Where do you start? This Practice Note is the first in a series aimed at helping you rapidly become an effective part of your organisation. It sets out some practical steps you should make time to complete in your first few weeks, together with some longer-term projects that you should keep in mind and for which you should start to prepare. Each of those practical steps is expanded upon in more detail in further Precedents, Practice Notes and Checklists to help you get started in your new role. This Practice Note is intended for a new in-house lawyer joining an organisation that has not had anyone in an in-house role before. If you are taking up your first role as an in-house lawyer, but replacing someone