Paul Davies
Allen & Overy Professor of Corporate Law
Paul Davies is the Allen & Overy Professor of Corporate Law and Professorial Fellow of Jesus College. He was educated at the Universities of Oxford (MA), London (LLM) and Yale (LLM). He was elected a Fellow of the British Academy in 2000, an honorary Queen's Counsel in 2006 and an honorary Bencher of Gray's Inn in 2007. He is a deputy chairman of the Central Arbitration Committee. His first teaching job was as Lecturer in Law at the University of Warwick (1969-1973). Then he was elected Fellow and Tutor in Law at Balliol College Oxford and successively CUF Lecturer, Reader and Professor in the Faculty. Between 1998 and 2009 he was the Cassel Professor of Commercial Law at the London School of Economics and Political Science.
Publications
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P Davies and Klaus J Hopt, 'Boards in Europe - Accountability and Convergence' (2013) 61 American Journal of Comparative Law 301 [...]
Corporate boards play a central role in corporate governance and therefore are regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards, considerable differences remain, not only in detail, but sometimes also as to main issues. These differences depend partly on shareholder structure (dispersed or blockholding), partly on path dependent historical, political and social developments, especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This article analyses the corporate boards, their regulation in law and codes and their actual functioning in nine European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Sweden, Switzerland and the United Kingdom) in a functional and comparative method. Issues dealt with are inter alia board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation) and enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism. The article finds convergence in these European countries due to the pressures of competition, a pro-shareholder change supported by government and institutional investors and, to a certain degree, the impact of the EU. This convergence shows more in the codes and the ensuing practice than in the statutes. On the other side considerable differences remain, in particular as a result of the failure to adopt a mandatory "no frustration" rule for takeovers at EU level and diverging systems of labor codetermination. The result is an unstable balance between convergence and divergence, shareholder and stakeholder influence and European v. national rulemaking.
ISBN: 0002-919X
P Davies, Gower and Davies Principles of Modern Company Law (Paul Davies and Sarah Worthington eds, 9th edn, Sweet & Maxwell 2012)
Peter Boeckli and others, 'The Future of European Company Law' (2012) ECLE
Geoffrey Morse and others, Palmer's Limited Liability Partnership Law (2nd edn, Sweet & Maxwell 2011)
P Davies and others, 'Response to the European Commission’s Green Paper: The EU Corporate Governance Framework' (2011)
Interests
Teaching: Corporate Finance; Comparative and European Corporate Law; Company Law; Principles of Financial Regulation
Research: Corporate governance, corporate finance, regulation of securities markets, collective representation of employees
