Louise Gullifer is Rouse Ball Professor of English Law at Cambridge University. Before that she had been teaching at Oxford since 1991. Prior to coming to Oxford she practised at the Commercial Bar in chambers at 3 Gray's Inn Place (now 3 Verulam Buildings), under her maiden name (Louise Edwards). She remains an honorary member of those chambers.
Her research interests focus broadly on commercial law and corporate finance. She has co-authored books on security and title financing and corporate finance, and is presently co-authoring books on personal property and set-off in arbitration. She is particularly interested in financial collateral and intermediated securities, as well as national and international reform of secured transactions law. She was the director of the Commercial Law Centre at Harris Manchester College. She is Director of the Secured Transaction Law Reform Project and was the Oxford Law Faculty Academic Lead for the Cape Town Convention Academic Project.
- DOI: 10.1002/iir.1346Over the last few decades, many countries have reformed their secured transactions law. One of the main reasons has been the clear link between reform and the availability of credit, and the drive to improve access to finance, particularly for micro, small and medium-sized enterprises. This book focuses particularly on developing economies in Africa, which have legal frameworks influenced by English, French, Belgian, Roman-Dutch and other laws. Reform in this area of law across African countries has taken a number of forms, which are explored and discussed in this book. Secured Transactions Law Reform in Africa is a mixture of a critical description of the pre-reform law and practice, and the reform process itself. It also includes a comparative analysis of the legal provisions and an examination of the early results of the reforms. The book sets out a road map for the future of secured transactions reform; primarily in Africa, but also in other countries that have undertaken or are contemplating similar reforms. This book is the second in a series of books about Secured Transactions Law in countries around the world, and its reform, both on a national and an international scale. The first book, Secured Transactions Law Reform: Principles, Policies and Practice, was published in 2016.ISBN: 978-0-19-879556-8DOI: https://doi.org/10.1093/ulr/unx046Access to finance for micro-businesses is a difficult task: lack of adequate information to enable due diligence by lenders, the small size and short term of the loans or the common lack of available collateral are only some of the facts that explain the existence of a financing gap in most jurisdictions all over the world. The legal system of secured financing introduced by UNCITRAL’s Model Law on Secured Transactions can help address many of these points. Certain features of lending to microbusinesses, however, require special treatment, both from the general legal and regulatory environment, as well as from the Model Law itself, which is primarily targeted at lending to small- and medium-sized enterprises rather than tiny microbusinesses. This paper purports to identify the most relevant issues that arise in the access to finance in a jurisdiction that has incorporated a Model Law type of system, making tentative recommendations as to how the main problems can be overcome, either by some microbusiness-specific amendments to the Model Law, by the provision of guidance as to the operation of the Model Law in this area, or by the introduction of regulatory and other legal developments to ameliorate the wider problems.ISBN: ISSN 1124-3694The first edition of this book contained a revised and expanded series of lectures delivered by Roy Goode at the Centre for Commercial Law Studies in 1982, and set out to explore a range of conceptual problems which arise from fixed and floating security. Since publication, the work has become a key text for students and practising lawyers alike and is regularly cited by courts and in legal literature. In this sixth edition, the third to be edited by Louise Gullifer, the framework of the previous editions has been retained and the book continues to be an exploration of the fundamental concepts of common law and equity as they affect typical secured transactions. The book has been comprehensively updated to take account of developments in case law and legislation, and includes new discussion of taking security over electronic assets, and the law relating to financial collateral. Professor Sir Roy Goode is Emeritus Professor of Law at Oxford University, Emeritus Fellow of St John’s College, Oxford, and the founder and first Honorary Director of the Oxford University Law Foundation. He is the author of a number of successful titles, including Commercial Law, Principles of Corporate Insolvency Law, and Consumer Credit Law and Practice and has lectured extensively around the world. Louise Gullifer is Professor of Commercial Law at Oxford University, and is Fellow and Tutor in Law at Harris Manchester College Oxford, as well as holding a visiting chair in International Commercial Law at Radboud University, Nijmegen. She is an associate member of 3 Verulam Buildings and a Bencher of Gray’s Inn. She is the co-author of a number of books, including The Law of Personal Property Security (with Hugh Beale, Michael Bridge and Eva Lomnicka), Corporate Finance Law; Principles and Policy (with Jennifer Payne) and The Law of Personal Property (with Michael Bridge, Gerard McMeel and Sarah Worthington).ISBN: ISBN: 9780198725251ISBN: 9780414051010ISBN: ISBN: 9780198725251ISBN: 0023-933XMany contracts for the supply of goods or services include a clause prohibiting assignment by the supplier of its rights under the contract. The existence of such clauses, both in particular contracts and more generally, can have a chilling effect on the use of receivables as collateral to obtain financing. Thus, in many jurisdictions, there is a legislative override for such clauses, so that they are not enforceable against third parties. There is an ongoing debate as to whether English law should follow suit and, if so, what form the override should take, which has now led to . This paper examines the arguments for and against an override in English law, informed by two small scale surveys undertaken by the author and others over the last four years.The EU Regulation introducing compulsory central clearing in Europe (EMIR), takes an ambivalent attitude towards collateral. On one hand, it makes the provision of collateral to central counterparties (CCPs) compulsory, in order to protect CCPs from credit risk if their counterparties default. On the other hand, it mandates particular collateral holding models, in order to protect counterparties from the risk of CCP insolvency, and to protect clients from the risk of their clearing brokers insolvency. This paper critically examines the EMIR rules for the provision of collateral,as well as some of the market solutions to the new regime, analyses the legal position of each under English law and the resulting mix of risks and protections offered by each technique.In the recent Court of Appeal decision in Wilson v Holt the majority interpreted a retention of title clause in a sale of goods contract as creating an agency relationship between the buyer and seller, so that the buyer sub-sold the goods as agent of the seller. This meant that property in the goods never passed to the buyer, and the seller could not bring an action for the price. This paper argues that the agency construction is wrong as it gives rise to many uncommercial consequences, leads to uncertainty and potentially upsets the balance of interests between financiers of small and medium sized enterprises. It contends that the case of Aluminium Industrie Vaassen B.V. v. Romalpa Aluminium Ltd, used to support many uncommercial interpretations of retention of title clauses, is fundamentally flawed and should be put to rest. Finally, it is argued that the view of the Court of Appeal in Wilson v Holt that section 49 of the Sale of Goods Act 1979 includes the only two circumstances in which a seller can sue for the price is unsatisfactory, and that the section should be reinterpreted or, ideally, reformed.ISBN: 9781847037992ISBN: 978-0-19-960872-0DOI: 10.1093/clp/cus001ISBN: 0070-1998ISBN: 1849460043ISBN: 976-1-84946-013-2Mixtures is part of a new chapter in the work. Attornment and Reservation of title involved very considerable updating, given that the last edition was in 1991ISBN: 97818594189184th edition of this well-known key text by Sir Roy GoodeRecently the UK Government passed the Companies Act 2006, which introduced many reforms to English Company Law as well as reproducing existing law in one (very long) statute. There have also been significant changes in the Corporate Insolvency area introduced by the Enterprise Act 2002, and by case law. This paper will focus on the current fate of the floating charge as a security device.ISBN: 0319-3322ISBN: 978-0-19-922937-6ISBN: 0-19-929993-5ISBN: 978-0-19-928329-3ISBN: 0754624625Considers the proposals by the Law Commission for the reform of the law of personal property security interestsISBN: 0959-6941Book from the Norton Rose Oxford Law Colloquium held in September 2002ISBN: 0-19-926465-1Critique of Law Commission's proposals to reform the law on personal property securityISBN: 0306-2945Discussion of the Cosslett saga of cases with implications for the law of security over personal propertyISBN: 0729-2775Case note on causation in tortISBN: 0023-933X
Common Law, Commercial Law, Corporate Finance law
Blog posts by Louise Gullifer QC (Hon)