In 1982, Professor Goode gave a series of lectures on security at the Centre for Commercial Law Studies. With some revision, the text of these lectures was published as the first edition of Legal Problems of Credit and Security. Already impressed by the clarity and perceptiveness of this work, academics and practitioners will surely now welcome the second edition.

This is no simple update of what went before: at almost twice the length of the first, the new edition is a much expanded and restructured version. The aim remains the same, however: an exposition of the fundamental legal principles which underlie this complex but commercially important area and which are the truest guide to assessing the effectiveness of the many new security devices that have come into use in recent years. This desire to lay bare the foundations of security law has lead Professor Goode to introduce two new chapters at the beginning of the book, the first of which is entitled “The Nature and Forms of Consensual Security”. This starts with a consideration of the definitional question of what amounts to a security interest and then moves on to distinguish between the different types of interest recognized by the law. There then follows a consideration of three specific types of agreement: the negative pledge, the subordination agreement and the sale of sub-participation in loan assets. Both negative pledges and subordination agreements had in fact been included in the first edition, figuring in one of the chapters on priority problems relating to fixed and floating charges. In the new edition, however, the earlier treatment has been modified, and there is a welcome expansion of the section on negative pledges so as to include a description of their use in international transactions and an extended discussion of the position of an incumbrancer who takes his security with notice of a negative pledge clause. The section on the sale of sub-participation in loan assets, on the other hand, is entirely new. This describes the basic form of sub-participation, under which bank A pays to bank B part of the money B has lent to C, receiving in return from B a corresponding proportion of C’s repayments, and then very briefly outlines how variants on this type of arrangement may confer real rights on A to the payments received by B.

The second new chapter is entitled “Attachment and Perfection of a Security Interest”. Having drawn the distinction between attachment (the creation of a real security right binding as between the parties to it) and perfection (additional steps, such as registration, which are required to give the security full effect as against third parties), Professor Goode discusses each in turn and concludes with a more detailed consideration of the effect of registration of company charges.

The two original chapters on priorities have been reorganized into one on the characteristics of fixed and floating charges and one on priority issues, the latter concluding with a useful new feature, a series of short problems and answers illustrating how the priority rules apply. As to the other three original chapters, those on guarantees and security over book debts carry forward into the new edition without change, but the chapter on set-off has doubled in size, betokening a generally more detailed and comprehensive treatment.