The past three decades have seen a decline in traditional industries in the United Kingdom and there has been a relative decline in the value of physical assets to the UK economy. At the same time, the value of intangible assets seen in intellectual property rights have increased considerably. As such, IP rights represent important assets for companies and often comprise the foundation for market dominance and continued profitability. There is a structural uncertainty in the law relating to the use of IP as collateral for the purpose of raising debt finance and this may impact upon the survival of firms with high ratios of intangible to tangible assets. This article considers the proper goals for an effective credit and security regime in IP. It examines the significance of the availability of collateral to the lending decision and also considers whether the reluctance to maximise the use of IP as security reflects inherent difficulties which arise out of the nature of IP as economic assets. This has implications for the reform of English personal property security law and the development of bright line priority rules associated with Article 9 of the US Uniform Commercial Code which is often cited as a model for reform of English law.

"Secured financing in intellectual property is a rapidly evolving area of the law as intellectual property becomes the core asset in many industries. Secured Lending in Intellectual Property, 2nd Edition serves as a guide to best practices in this financing segment by examining the commercial and legal context of intellectual property in commercial transactions as well as financing vehicles and procedures, and the associated commercial and legal risks. The scope of this new edition has been significantly expanded and revised to cover all types of intellectual property, including copyright, patents, trademarks, trade secrets and domain names...The scope of this second edition has been significantly expanded and revised to include the extensive number of decisions that have been released since 2006 as well as a more comprehensive review of the 2009 amendments to the Bankruptcy and Insolvency Act and the Companies' Creditors Arrangement Act that relate to intellectual property."-- Résumé de l'éditeur.

This text thoroughly examines both the practical and theoretical issues involved in using intellectual property for collateral for corporate financing. With contributions from 18 leading intellectual property experts, it provides theoretical and policy analysis for Canada (including a definitive analysis of Quebec Civil Code theory and practice), the U.K. and the EU, the U.S.A. and Australia.

Economic development increasingly depends to a large extent on innovation. Innovation is generally covered by intellectual property (IP) rights and usually requires extensive funding. This book focuses on IP and debt financing as a tool to meet this demand. This book clarifies the situation of the use of IP as collateral in practice through a survey conducted in Japan on IP and debt financing. Various obstacles in the proper use IP and debt financing are identified, and some projects to facilitate its use are illustrated. IP and debt on a global scale, either by attracting foreign lenders or by collateralizing foreign IP rights, needs appropriate private international laws. This book analyzes such regulations in which the United Nations Commission on International Trade Law (UNCITRAL) has worked, paying due attention to the law of finance and insolvency law, as well as IP laws. However, further analysis is needed to identify under what conditions such solutions would show optimal effects. This book offers comprehensive analysis from an economic point of view.

This book discusses the main legal and economic challenges to the creation and enforcement of security rights in intellectual property and explores possible avenues of reform, such as more specific rules for security in IP rights and better coordination between intellectual property law and secured transactions law. In the context of business financing, intellectual property rights are still only reluctantly used as collateral, and on a small scale. If they are used at all, it is mostly done in the form of a floating charge or some other “all-asset” security right. The only sector in which security rights in intellectual property play a major role, at least in some jurisdictions, is the financing of movies. On the other hand, it is virtually undisputed that security rights in intellectual property could be economically valuable, or even crucial, for small and medium-sized enterprises – especially for start-ups, which are often very innovative and creative, but have limited access to corporate financing and must rely on capital markets (securitization, capital market). Therefore, they need to secure bank loans, yet lack their own traditional collateral, such as land.

Consider the following hypothetical. You receive a frantic call from Dan Brown, asking you for assistance. Breathlessly, he quickly provides some pertinent information about his urgent matter. An unknown author a few years ago, Brown was thrilled to finish his manuscript, The Da Vinci Code. A kind and generous friend who operated a financing company (the Creditor) provided a $50,000 loan to him in exchange for a security interest in the copyright of The Da Vinci Code. Brown read the boilerplate security agreement, granting the Creditor a security interest in the “general intangibles,” and signed the document. The Creditor then filed the necessary documents stating that it has a security interest in Brown's general intangibles. Brown later wrote a sequel to The Da Vinci Code, building on the character of Dr. Robert Langdon, the Harvard symbologist that he had previously developed. In the meantime, Brown depleted the money and defaulted on the original loan, prompting the creditor to foreclose on the copyright and sell it to the Purchaser. The Purchaser, as the new copyright owner, now asserts that Brown violated the Purchaser's copyright because the sequel is a derivative work of the original. In addition, Miramax wants to make a movie and is ready to negotiate with the current owner of the copyright, the Purchaser, instead of Brown. Brown is frustrated, believing he has the derivative right for a movie option and control over his own creative output in writing a new sequel. Brown needs your help and he has your sympathy. Unfortunately for both Brown and you, neither copyright nor secured transaction laws directly address the issues at hand. That is the current state of collateralization of intellectual property. Here, the hypothetical presents the problem of the collateralization of a copyright of a book. What does it mean to collateralize intellectual property? It is well established that intellectual property assets are core and important to the growth of the economy. Companies, small and large, create, acquire, and hold intellectual property as corporate assets. To maximize the value of intellectual property corporate assets, companies turn these assets into collateral for secured financing. Despite the pervasive practice of using intellectual property assets as collateral in secured financing, very little scholarship has been devoted to understanding the collateralization of intellectual property. The majority of the scholarship in the past twenty years has focused only on perfecting a security interest in intellectual property. Neither courts nor scholars have addressed the fundamental question of collateralization. The Dan Brown hypothetical above demonstrates that the use of copyright as collateral has hidden costs, including depriving the author of the right to create new works. This Article argues that the process of the collateralization of intellectual property lacks transparency. Consequently, the current Article 9 of the Uniform Commercial Code (UCC-9) may unfairly advance secured creditors' rights at the expense of intellectual property creators-such as authors and inventors who are the debtors-and ultimately at the expense of society as a whole. Due to these hidden costs, the ongoing process of collateralization may prevent intellectual property creators from creating future works based on their early creations. This Article identifies and critiques the collateralization of intellectual property, revealing the complexity of intersecting secured transaction law, namely Article 9 of the Uniform Commercial Code, and doctrinal intellectual property laws such as patent law, copyright law, and trademark law. The inquiry challenges the silence surrounding the pervasive use of intellectual property as collateral in secured financing and suggests changes to the existing framework on secured financing law. The Article proceeds as follows: Part II discusses the normative intellectual property rights for patents, copyrights, and trademarks and how such rights are utilized as corporate assets. Part III describes different forms of financing available for companies and the use of intellectual property in financing. Part IV explains the UCC-9 regime as the law on secured financing, focusing on the rights of both the debtor and the secured creditor in the event of default. Part V frames the existing debate on security interests in intellectual property assets and analyzes how the revised UCC-9 addresses the debate. Part VI identifies and critiques the collateralization structure and its hidden costs. Finally, Part VII offers a proposal to minimize the hidden costs, provide better notice to all parties, and promote creativity and innovation.

IP law has evolved from being a little pool to a big ocean. Corporate governance needs to respond to society’s rising expectations of directors and boards as the impact of the global intellectual property ecosystem is felt. How can a responsible corporate culture of IP transparency be stimulated to create a rosy future to connect corporate communication with the desires of shareholders, investors and other stakeholders? The astonishing lack of material quantitative and qualitative information companies report about their IP assets makes it difficult for shareholders and other stakeholders to assess directors’ stewardship of those assets – a pressing corporate governance issue in the 21st century. This book advances IP reporting in alignment with the key corporate governance principles of transparency and disclosure. It analyses the juncture between the IP ecosystem; corporate finance and accounting for intangibles; and corporate governance. Patents, mini-case studies and an original business triage style model for assessing IP disclosures are used to illustrate the gaps corporate governance theory needs to address. Focussing on the common law tradition of corporate governance in England and Wales, intangibles and IP reporting developments in other jurisdictions are also explored.

Assesses the standards set by international financial and legislative bodies on secured credit law.

The Research Handbook on Cross-border Enforcement of Intellectual Property systematically analyses the unique difficulties posed by cross-border intellectual property disputes in the modern world. The contributions to this book focus on the enf