PPSA Registration

A public notice filed under the Uniform Commercial Code (primarily UCC-1 financing statements) that establishes a creditor's security interest in a debtor's personal property, including intangible assets such as intellectual property, receivables, and general intangibles. Filing a UCC-1 statement perfects the security interest and establishes priority over subsequent creditors.

A security interest that gives a lender a claim against all of a borrower's assets, both current and future, rather than specific identified collateral. Blanket liens are commonly used in small business lending and working capital facilities where itemising individual assets would be impractical.

Debt that holds the highest priority claim on specified collateral in the event of default or liquidation, ranking ahead of unsecured and subordinated obligations. Senior secured lenders benefit from security interests over identified assets such as property, equipment, receivables, or intellectual property.

A third-party account established at closing of an M&A transaction to hold a portion of the purchase price (typically 5-15%) for a specified period, providing the buyer with security against potential warranty claims, indemnity obligations, or purchase price adjustments. The escrowed funds are released to the seller upon expiry of the escrow period or resolution of any outstanding claims.

The body of laws and corporate policies designed to prevent the offering, giving, soliciting, or accepting of bribes in commercial and public transactions. The UK Bribery Act 2010 is among the strictest globally, creating a corporate offence of failing to prevent bribery with a defence only for organisations that can demonstrate adequate procedures.

A public or restricted-access registry identifying the natural persons who ultimately own or control legal entities such as companies, trusts, and partnerships. In the UK, the People with Significant Control (PSC) register is maintained at Companies House, while the EU's Anti-Money Laundering Directives require member states to maintain central beneficial ownership registers.

The California Consumer Privacy Act, a US state privacy law granting California residents rights over their personal information, including the right to know what data is collected, the right to delete it, the right to opt out of its sale, and the right to non-discrimination for exercising these rights. As amended by the CPRA (2023), CCPA closely mirrors certain GDPR provisions and has influenced privacy legislation in other US states.

Legal safeguards that protect individuals who report illegal, unethical, or dangerous activities within organisations from retaliation, including dismissal, demotion, or harassment. In the EU, the Whistleblower Protection Directive (2019/1937) requires companies with 50+ employees to establish internal reporting channels, while the UK's Public Interest Disclosure Act 1998 provides employment tribunal remedies.

Cross-Border Intangible Asset Valuation Challenges

The practical challenges of valuing intangible assets in cross-border transactions. Covers jurisdictional differences in recognition, transfer pricing complications, currency considerations, and strategies for managing multi-country purchase price allocations.

How do I register a charge over IP at Companies House?

File form MR01 with a certified copy of the charge instrument at Companies House within 21 days of creation, or the charge is void against a liquidator or administrator. Also record it at the UK IPO.

What is the difference between a fixed and floating charge over IP?

A fixed charge attaches to identified IP (for example, a specific patent by number) and ranks highly on insolvency; a floating charge covers a shifting pool of assets and ranks below fixed charges and preferential creditors.

What is Section 859A and why does it matter for IP loans?

Section 859A of the Companies Act 2006 requires most company charges to be registered at Companies House within 21 days. Miss the deadline and the security is void against a liquidator or administrator.