Hamish Patrick

The Moveable Transactions (Scotland) Act 2023: some points from practice six months on

In this article the authors review the Moveable Transactions (Scotland) Act 2023 (the Act), which came into force on 1 April 2025, and consider some of the common trends, issues and nuances arising in practice in the Act’s first six months in operation, in particular:

• Perfection of assignations by registration and/or notice (or both).
• The boundaries of what is assignable under the Act.
• Invalidation of statutory pledges by disposals outside consent regime.
• Enforcement and voting rights in relation to share security.
• Information requests to lenders.

Scotland’s new statutory pledge: taking security over shares

Before the new regime was introduced, to take fixed security over shares in a Scottish company the shares needed to be transferred to the security holder (or its nominee). This causes a myriad of practical problems. The Moveable Transactions (Scotland) Act 2023, which came into force on 1 April 2025, allows (with a little help from the UK government) a new form of fixed security, the statutory pledge, to be taken over shares in Scottish companies that will side-step the bulk of these issues. This article explores the problems previously encountered in taking security over shares in Scottish companies and the advantages (and a few shortcomings) of the new statutory pledge. The old fixed security by transfer remains competent.

Scottish limited partnerships and fund finance

In this article, the authors consider the versatility of Scottish limited partnerships (SLPs) in fund finance transactions and issues to consider when lenders take security over SLP interests.

Moveable Transactions (Scotland) Bill: some funding opportunities

The Moveable Transactions (Scotland) Bill was recently introduced to the Scottish Parliament. The reforms were proposed by the Scottish Law Commission in December 2017 and the author and Dr Andrew Steven, the Scottish Law Commissioner responsible for the Commission’s report, outlined the proposed new regime in the February 2018 edition of this journal (2018) 2 JIBFL 71. It is not proposed to repeat that analysis, but instead to discuss in a little more detail some of the opportunities which arise from the Bill.

Moveable transactions: Scotland v England: Round 1 – assigning receivables

Scottish moveable transactions law is currently outdated and much less useful in practice than the law in England and Wales. The Moveable Transactions (Scotland) Act 2023 (2023 Act) will bring Scots law up to date when it comes into force and will arguably move it ahead of the law south of the border. This article tests whether or not that is the case when assigning receivables.

Moveable transactions: Scotland v England: Round 2 – taking security over chattels

Scottish moveable transactions law is currently outdated and much less useful in practice than the law in England and Wales. The Moveable Transactions (Scotland) Act 2023 will bring Scots law up to date when it comes into force and will arguably move it ahead of the law south of the border. This article tests whether or not that is the case when taking security over chattels.