ABSTRACT Weak incentives to invest in shareholder oversight and limited resources confine stewardship by large institutional investors. According to an influential argument, activist shareholders can offer a solution by supplying large investment (asset) managers with company-specific information. This article questions the potential informational role of traditional activist campaigns initiated by

ABSTRACT This article documents elements of COVID-19-inspired company legislation on digital participation of shareholders in general meetings in 22 countries and analyses to what extent such legislation can function as a blueprint for law reform. Lawmakers need to strike a balance between ensuring a smooth general meeting (from management's perspective) and protecting shareholders' rights. COVID-19

ABSTRACT The World Bank's Doing Business project encourages the reduction of business registration requirements to stimulate entrepreneurship and economic development. Over the last two decades, it has contributed to the harmonisation of these requirements worldwide, but the rates of newly registered firms have not always followed through. Its unparalleled influence and emphasis on procedural reforms

ABSTRACT In the UK Listing Review it is suggested that the LSE should allow companies with dual class share (DCS) structures to list on the Premium segment. In this paper, we discuss this proposal. First, we present an overview of the DCS-debate together with the proposition in the Review to allow for DCS-listings under certain conditions. Second, we discuss the arguments that are made against DCS-listings

ABSTRACT The community interest company (CIC) is designed for private actors seeking to engage in pro-social entrepreneurship and investment for public benefit. Although there are a handful of studies that focus on the CIC, knowledge gaps remain in the legal literature. The aim of this article is to fill two of those gaps. First, it shines a spotlight on the political drivers that spurred the CIC.

ABSTRACT Institutional investor engagement with companies is a long-standing goal of policymakers. This article evaluates whether the UK's regulatory and soft law regime is likely to orient engagement towards its goal of long-termism and sustainability. After a historical overview, it notes that institutional investors have considerable discretion in whether and how they engage with companies. Three

ABSTRACT When a company becomes factually insolvent but it is not yet subject to a formal insolvency proceeding, the shareholders - or the directors acting on their behalf - may engage, even in good faith, in various forms of behaviour that can divert or destroy value at the expense of the creditors. For this reason, many jurisdictions impose special directors’ duties in the zone of insolvency. From

ABSTRACT Related party transactions (RPTs) are a primary way for corporate insiders to expropriate company value. Conventional wisdom in corporate law theory holds however that RPTs entered into by directors/managers (rather than controlling shareholders) are of lesser concern in both controlled and dispersedly-owned companies. This article challenges this conventional wisdom and puts forward various

ABSTRACT Modern enterprises often operate as interconnected groups of companies. This is facilitated by various cross-entity liability arrangements, which aim at risk mitigation and control, and may contribute to the reduced agency cost of debt. However, they pierce limited liability (cross-guarantees) or impose correlation between the fates of separate entities (intercompany cross-defaults and ipso

ABSTRACT A recent decision of the Supreme Court of Canada Nevsun Resources Ltd. v Araya, has brought the issue of transnational corporations’ responsibility for human rights violations to the forefront in Canada. After critically examining the decision, this article aims to propose an effective legislative design for Canada. The article also examines another pertinent decision (this one from the UK)

ABSTRACT Climate change mitigation has presented a serious problem for global regulators. An area that is emerging from a collection of legislative initiatives of the European Commission is the role of institutional investors in holding companies accountable for decisions that have a climate change impact. These legislative initiatives are the Revised Shareholder Rights Directive, Disclosures Regulation

ABSTRACT The core insight of the new EU framework for bank resolution is to allocate losses to bank's insiders (bail-inable creditors). This affects both financial stability and the corporate governance of banks. The current academic debate on bank resolution overlooks the relevance of identifying the investors in bail-inable securities (ie who is going to bear losses) and the role of counterparty

ABSTRACT The principle of being valued, in the employment context, according to effort and talent is appealing. Despite its appeal in principle, a consideration of the construction and application of merit in practice reveal fundamental underlying issues. Examined here in the context of corporate boards, it is argued that the meritocratic ideal can be more harmful than helpful. Human capital (including

ABSTRACT The recent revival of dual class shares in the US and reforms in the leading financial centres in Asia to accommodate listings with such share structures, has brought the spotlight back to them. While there are contradictory standpoints regarding the implication of separating insiders’ control from their cash flow rights, the ongoing debate over the viability of dual class shares has largely

ABSTRACT This article is a critique on the state of compliance with the Indian CSR regulatory framework by companies in India, based on a qualitative content analysis of their self-reported CSR-related disclosures for the 2018–19 financial year. This article reveals important findings related to the issues of how companies are complying with the Indian CSR law. Most significantly, this article uncovers

ABSTRACT Self-regulation relies on private ordering, whereby private actors make and enforce rules governing their conduct. Private ordering is not outside the reach of public law principles, making the certainty of private ordering dependent on the predictability of whether public law principles apply. This article examines the London Stock Exchange's self-regulation of AIM (Alternative Investment

ABSTRACT Scottish limited partnerships (SLPs) have been the focus of much negative attention. Recent developments appear to have slowed the speed of incorporation of new SLPs. However, this article argues that current reforms may not help tackle existing fraudulent SLPs. This does not matter: viewing SLPs as general partnerships with some additional features, arguably fraudulent SLPs have ceased to

ABSTRACT This article examines the empirical incidence of the private and public enforcement of disclosure laws in Australia. Disclosure laws aim to ensure the reduction of information asymmetries and the accuracy of share prices, but their success is predicated on enforcement. In order to assess the enforcement landscape, this article presents two new disclosure law action datasets comprising both

ABSTRACT An enforceable undertaking is a regulatory sanction available to a range of Australian Federal and State regulators. This sanction takes the form of a settlement that allows the regulator to remedy alleged breaches of the law. It had been deemed a success in Australia and as such has been introduced in other jurisdictions such as the United Kingdom and New Zealand. However, this sanction has

ABSTRACT Material Adverse Change/Effect (‘MAC') has become an important yet chaotic legal concept. With its vague definition and multi-functional objectives on the one hand, and dramatic consequences arising from the instability of the global financial system, terrorism, Brexit, and COVID-19 on the other hand, the significance of MAC has grown. The article analyses the uncertainty surrounding MAC under

ABSTRACT It is well established in a number of Commonwealth jurisdictions that company directors are subject to a duty to consider the interests of creditors as the company nears insolvency. The precise contours of this duty are, however, indeterminate. Particular questions surround when the duty arises and what it requires of directors. Courts in the UK and Australia have provided different answers

ABSTRACT The Lloyds case concerned the 2009 acquisition of HBOS. Shareholders sued 5 directors for losses sustained by them. It was the first case in the UK arising out of the financial crisis of 2008/2009 which went to full trial, with cross- examination of defendant directors, advisers and expert witnesses. It was also the first minority shareholder group litigation case brought against the directors

ABSTRACT The UK was the first country to introduce so-called ‘say on pay’ regulation in 2002, by providing shareholders with an advisory vote on the Directors’ Remuneration Report. That approach recognised that disclosure alone was not an adequate regulatory response to the widening gap between directors’ pay and company performance nor to the broader political concern over the implications of this

ABSTRACT Corporate organisational constructs facilitating social enterprise have proliferated for the last decade across Europe. This article investigates this phenomenon, and provides an initial analytical framework through which the social enterprise company can be understood, both on its own terms and with respect to the traditional business organisation. The article begins by laying out policymakers'

ABSTRACT Corporate contractarian literature dismisses employee participation as inefficient on the grounds that, if it were efficient, it would be voluntarily adopted widely. We argue that the scarcity of employee participation in the UK can be attributed to shareholder short-termism and behavioural biases and, therefore, that the question of its efficiency remains open for companies that want to explore

ABSTRACT The failure of a cloud computing service provider has been acknowledged as presenting significant potential risk, given growing usage of cloud services by businesses, including financial institutions, public authorities and individuals. The disruption that a loss of access to data, or the means to process it, could present risk of a systemic nature. However, approaches to cloud computing insolvencies

ABSTRACT It is often assumed that judges are reluctant to review directors’ business judgments, which contributes to a lack of director accountability, particularly in large companies. This claim has never been systematically interrogated. This paper therefore analyses English and Welsh cases to ascertain whether judges do review and impose liability for directors’ judgments, whether this has altered

ABSTRACT The derivative action is widely acknowledged to be an important part of corporate law and governance. Over a quarter century after the statutory derivative action landed in Singapore and almost five years after reforms extended it to listed companies, the time is ripe to investigate a fundamental question: what is the reality of Singapore’s statutory derivative action? Drawing on unpublished

ABSTRACT Business organisation still reflects and reproduces the dated idea of ‘economic growth as progress' irrespective of its social hazards. Recalibrating the grounding of business organisation's legitimacy requires radical legal reform in order to accommodate the relegation of growth as a lower order objective. However, this article shows that the normative debate in corporate law scholarship

ABSTRACT The amended EU Shareholder Rights Directive introduces a comprehensive regime of ex ante review for potentially conflicted transactions between listed companies and ‘related parties’ (major shareholders, managers, and others). If considered material, these transactions will have to be evaluated in advance by the board of directors, the shareholders' meeting, or the stock market. The most important

ABSTRACT This article analyses the separate legal personality of partnerships, drawing on Hansmann and Kraakman's identification of the attributes shared by businesses possessing legal personality. Their work provides a jurisdictionally-neutral standard of comparison applied here to the Scottish partnership which, unusually amongst jurisdictions influenced by the common law tradition, possesses separate

ABSTRACT In this article, we explore diverse forms of receivership in order to demonstrate the extent of the continued or potential utility of this institution in UK Corporate Law. We do this by placing the historical origins of receivership alongside its contemporary manifestations in both solvent and insolvent scenarios. In so doing, we present a nuanced picture of receivership as a process that

ABSTRACT This article analyses the important connection between corporate longevity, social responsibility and intellectual property rights (IPR) assets in the context of sustainability. Society is demanding greater transparency of the footprint corporate entities leave on the planet as a result of how their business model is activated. The private sector response necessary to operate sustainably in

ABSTRACT The fiduciary duty of good faith, now set forth in section 172 of the Companies Act 2006, expressly positions shareholders at the centre of the company’s interests, and assigns the priority entitlement to shareholders relative to all other stakeholders. The provision constitutes an attempted codification of the common law duty to act in good faith in the corporate interest, which remains immensely

ABSTRACT Crystallisation is the name given to the conversion of a floating charge into a fixed charge. While much has been written on how charges are classified as fixed or floating and on the theoretical nature of the floating charge, crystallisation is, by comparison, less developed. This article offers three main contributions. First, it draws a clear distinction between two types of crystallisation:

ABSTRACT This article considers the recent proposals for the reform of corporate rehabilitation procedures. It examines the impetus for reform, the main features of the proposals and the underlying corporate insolvency landscape in the UK. The article attempts to determine whether the proposals are sufficiently robust in terms of balancing the interests of corporate creditors and the potential for

ABSTRACT This article advances a new approach to questions of knowledge attribution concerning determination of legal liability. It does so within the setting of a corporate group, specifically where a director, manager or secretary of a parent company is appointed to a subsidiary's board and acquires pertinent knowledge in the latter capacity. Under the common law of England and Wales, that knowledge

ABSTRACT Before a cross-border merger can be completed, it must be sanctioned by the designated authority in the transferee Member State. Uncertainty has arisen as to the proper test for the English court to apply at this stage. This article argues that the approach from Re Diamond Resorts Plc, involving a intensive scrutiny of the benefits and disbenefits to stakeholders, does not represent the proper

ABSTRACT Corporate misconducts present challenges to the governance of modern corporations, not least because they undermine sound corporate culture and obstruct economic growth. One of the ways through which these misconducts can be exposed is through the mechanism of whistle-blowing. This article examines the role of whistleblowing in combating corporate frauds and misconducts. Using South Africa

ABSTRACT This article examines whether the increase in insolvency regulation is adequate to deter insolvency practitioners from using their discretion to charge excessive fees. To understand how insolvency regulation has developed the article will commence with a review of the historical origins of insolvency work and how it became associated with opportunistic behaviour. Next, the insolvency practitioner

ABSTRACT This article empirically investigates how the statutory derivative procedure is being applied de facto in comparison with the equitable procedure. Agency theory supposes that the corporate purpose is to maximise the value of the company by approximating the ‘efficient contract’ between the shareholders and directors. The derivative claim is one such way of doing so. However, an intractable

ABSTRACT There is an increasing tendency to create an accelerated judicial approach to business sales by plaiting the informal approach and the state-supplied statutory approach when dealing with corporate distress. This article investigates the extent to which formal insolvency procedures in the UK and the USA can be customised through pre-planning to achieve business sales and critically evaluates

ABSTRACT British Home Stores collapsed led 11,000 employees to lose their jobs and faced substantial cuts to their pension with a £571 million pension deficit. In light of the BHS scandal, the UK Government has proposed a set of corporate governance reforms to strengthen the employee voice. Although the government’s approach towards strengthening the employees’ protection is well intentioned, we argue

ABSTRACT A keynote policy in the United Kingdom since the financial crisis has been to ‘ring-fence’ retail banks into separate subsidiaries, so-called ‘ring-fenced bodies’ (‘RFBs’). To protect vital retail banking services from risk elsewhere in the banking group, the ring-fencing framework deploys a range of regulatory tools to credibly insulate the RFB. However, directors of the RFB’s parent company

ABSTRACT In 2017, Singapore introduced wide-ranging reforms to its insolvency and restructuring laws with a view to enhancing its attractiveness as an international centre for debt restructuring. Central to these reforms is the transplantation (with modification) of certain provisions from Chapter 11 of the US Bankruptcy Code including the automatic moratorium, cross-creditor cram-down, rescue financing

ABSTRACT Activist hedge funds increasingly seek and secure board representation in public companies. Representation on target boards may signal a longer-term commitment to target companies that can mitigate some of the typical criticisms of traditional hedge fund activism, such as short-termism. Hedge funds may hold shares for longer periods when they obtain board seats and often become heavily involved

ABSTRACT Continental European jurisdictions have introduced corporate opportunities rules inspired by Anglo-American law. Despite a certain degree of homogeneity in substantive law, their monetary remedial systems still differ in common law and civil law jurisdictions. These differences matter because of the deterrence function connected to corporate opportunities remedies – deterrence being the core

ABSTRACT The modern company is a creature of the state with corporate legal personality derived from the state through the process of incorporation. Once incorporation takes place, a legal person is created. Status as a legal person is different to the type of sociological personality that a group of individuals may develop organically that is recognised by the law; it also means corporate legal personality

ABSTRACT The number of limited partnerships in the UK has grown rapidly since the 1980s, largely due to the use of the limited partnership vehicle by private equity. The political and economic influence of private equity has enabled it to exert considerable influence on the UK government amounting to legislative capture, and this in turn has driven reforms to limited partnership law, predominantly

ABSTRACT This article explores the effects of the bonus cap rule on UK banks to assess its impact on incentives faced by senior managers to make risky decisions. It is demonstrated that the ratio of variable to fixed remuneration is only one of the factors that determine the intensity of financial incentives to make risky decisions. More crucially, the steps taken by major UK banks to evade the effects

ABSTRACT This article is concerned with debate in England as to whether English law has tipped too far in favour of promoting corporate bankruptcy law’s policy concerns to the detriment of an effective secured transactions law regime, and debate in America as to whether reform to secured transactions law has tipped too far in favour of secured transaction law’s policy concerns to the detriment of an

ABSTRACT Three major director characteristics have been associated with board performance – independence, gender/gender diversity mix and multiple directorships. This study investigates the attendance practices of directors as a fourth director characteristic associated with director and board performance. It does so by investigating director attendance of listed companies where there is a full meeting

ABSTRACT We consider the corporate governance challenge of protecting outside investors in listed, controlled firms. We argue that outside investors in European listed firms with controlling shareholders are poorly protected compared to US investors because the distinct European approach to the protection of investors, based on empowering active shareholders rather than shielding passive investors

ABSTRACT Corporate governance mechanisms are traditionally seen as devices for reducing agency costs between shareholders and managers in the context of private ordering. More recently, however, the UK and other governments have embraced regulations in the field of corporate governance as tools through which to impose public responsibilities on corporations. Among others, corporate governance mechanisms

ABSTRACT The business judgment rule, as it has been traditionally understood, seems to be based on three underlying assumptions that make this rule economically desirable. First, directors are subject to a credible threat of being sued for a breach of the duty of care. Second, the primary role of the corporation is to maximise shareholder value. Third, shareholders want the directors to pursue those

ABSTRACT Corporations increasingly face penalties and other sanctions for legal compliance violations. Accordingly, there is a growing tendency to seek redress against directors and officers to compensate for the resulting losses. This phenomenon is dealt with differently by the various legal systems. Whereas some corporate laws seem to openly embrace a high level of personal liability to compensate

(2017). Editorial Board. Journal of Corporate Law Studies: Vol. 17, No. 2, pp. ebi-ebi.

ABSTRACT The company laws of the common law jurisdictions in Asia are based on or inspired by English common law. Yet, the ownership structure of the listed companies in these jurisdictions – concentrated – is marked differently from that in the UK, which is dispersed. Although different ownership structures give rise to different agency problems which warrant different regulatory strategies, the common

ABSTRACT Despite recent decisions of the Court of Justice that liberalise inbound and outbound reincorporations, several Member States still prohibit these transactions or make them impossible or impractical. Even where reincorporations are available in principle, significant legal uncertainties often exist due to a lack of clear and interoperable rules. This situation may, for instance, jeopardise

ABSTRACT This article argues that brands, with trade marks as their legal anchors, are important sources of corporate power and have facilitated a significant expansion of this power. Trade mark law has contributed to the development of firms and to the rise of powerful business actors that rely on strong marketing presences based on brands to attract demand, but use flexible supply chains to meet