Doctoral defence: Annemari Õunpuu “Commercial pledge on legal person’s movable property”

On 17 February at 11:00 Annemari Õunpuu will defend her doctoral thesis “Commercial pledge on legal person’s movable property” for obtaining the degree of Doctor of Philosophy (in Law).

Supervisors:
Professor Dr.iur. Karin Sein, University of Tartu
Professor emeritus Paul Varul, University of Tartu
Associate Professor Dr.iur. Villu Kõve, University of Tartu

Opponents:
Professor Dr. Wolfgang Faber, University of Salzburg
Kai Kullerkupp, Supreme Court of Estonia

Summary
Estonian law knows the commercial pledge which is a type of general pledge. The commercial pledge has been found to be non-compatible with the “normal” system of security rights as it does not follow the principle of specificity inherent to property law. What is the essence of the commercial pledge as a general pledge and why is it needed? What are the characteristics of the commercial pledge? How does the commercial pledge relate to other security rights and how is the priority right determined between a commercial pledge and other security rights? What effect does the registration of security rights have on their ranking? How should a commercial pledge be realized? These are the questions that the dissertation seeks to answer. The aim of the dissertation is to define the essential features of the commercial pledge and to determine whether the current legislation takes these features sufficiently into account throughout the life cycle of the commercial pledge, i.e., from the establishment of the commercial pledge until its realization. It is concluded that the current law needs to be amended, because compared to many other countries, the current Estonian law does not provide sufficient flexibility in determining the scope of the commercial pledge. Existing law therefore needs to be amended, either by creating a universal non-possessory security right, which can be used to encumber individual objects, variable assets, and all movable property of the company, both existing and future. An alternative would be to extend the scope of the commercial pledge. There are significant shortcomings in the current law regarding the disclosure of non-possessory security rights to third parties, which also negatively affects the legal certainty of the commercial pledge. To address this problem, a centralized debtor-based register should be established to record all non-possessory security rights to make them effective against third parties, e.g., creditors, bailiffs, reorganization advisers, bankruptcy administrators. Based on the registration of the security rights in the register, it is also possible to determine the ranking between non-possession security rights on the principle that the priority is always given to the security right that is registered first. It is also concluded that the current law needs to be amended with regard to reorganization and bankruptcy proceedings in order to secure the interests of the commercial pledgee as a secured creditor and the effective realization of the assets encumbered by the commercial pledge.

The defence will be held in Zoom: https://ut-ee.zoom.us/j/94337838257?pwd=VDVlMlovd2RpVnY2VmRpVXNVSXhjdz09. Meeting ID: 943 3783 8257, Passcode: 975708.