Regulatory Issues on Raising Capital through Debentures by Public Companies in the United Kingdom

Mohammad Belayet Hossain

Abstract


Nowadays, it is common for the loans to be aggregated as a lump sum, which is then advanced to the company by the trustees. In this situation, the lenders subscribe for debenture stock, sometimes called loan stock, out of the fund. As with shares, such stock forms part of the company’s securities, which can be traded in the Stock Exchange. The lenders might require security for their loans. In this situation, a company will charge its property to secure the loan. In light of the Companies Act 2006 of the United Kingdom, this paper will analyze the various mechanisms whereby public companies raise money through debentures and the regulatory consequences of doing so. The companies legislation requires certain particulars of the charge to be registered. Therefore, this paper aims to reflect on: (a) how public companies borrow its capital through debentures or debenture stock; (b) what types of charge the public companies could issue to lenders as security; (c) how to differentiate between fixed and floating charges. This paper will also examine the question of priority among competing creditors and inconsistent decisions of the court regarding fixed and floating charges. The objectives of this paper are to: describe the meaning of ‘debenture', discuss the dispute relating granting a fixed charge over book debts, sketch the priority of charges and the statutory listing system, describe the meaning of book debts,  explain the character of and the differences between floating and fixed charges. This paper will provide recommendations that could be taken into consideration for future amendments of the Companies Act 2006.


Keywords


Debentures; Public Company; Raising Capital; Regulatory Issues; The United Kingdom

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References


Aiyar, Shekhar, Charles W. Calomiris, John Hooley, Yevgeniya Korniyenko, and Tomasz Wieladek. 2014. "The International Transmission of Bank Capital Requirements: Evidence from the UK." Journal of Financial Economics, 113 (3).

Armour, John and Daniel Awrey. 2016. Principles of Financial Regulation. Oxford: University Press.

Ferran, E. 2014. Company Law and Corporate Finance. Oxford: Oxford University Press.

Flannery, Mark J. and Robert R. Bliss. 2019. "Market Discipline in Regulation: Pre-and Post-Crisis." Oxford Handbook of Banking 3.

Nurhidayatuloh, N., & Febrian, F. 2019. ASEAN and European Human Rights Mechanisms. What Should be Improved?. Padjadjaran Journal of Law. 6(1).

Quaglia, Lucia. 2019. "European Union Financial Regulation, Banking Union, Capital Markets Union and the UK." Palgrave Macmillan.

Walters, Adrian J. 2015. "Statutory Erosion of Secured Creditors' Rights: Some Insights From the United Kingdom." U. Ill. L. Rev. Volume 543.

Yahanan, A., Febrian, F., & Rahim, R. A. 2017. “The Protection of Consumer Rights for Aviation Safety and Security in Indonesia and Malaysia.” Sriwijaya Law Review. 1(1).

Zhuravel, Mariana. 2015. "Fixed and Float-ing Charges as Security Mechanisms in Corporate Finance Law in the United King-dom." Юридична Україна.

Sun, Ji, Li Ding, Jie Michael Guo, and Yi-chen Li. 2016. "Ownership, Capital Structure and Financing Decision: Evidence from the UK." The British Accounting Review, 48 (4).

Talbot, Lorraine. 2015. Critical Company Law. Routledge.




DOI: http://dx.doi.org/10.28946/slrev.Vol3.Iss2.252.pp111-123

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