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Corporate Law — Overview

This theme contains four subjects, namely: Company Law, Comparative and European Corporate Law, Corporate Finance and Corporate Insolvency Law


Company Law

Forthcoming Subject Events


February 2015

Centre for Competition Law & Policy
Vertical Agreements Case Study
Speaker: Kyriakos Fountoukakos and Molly Herron, , Herbert Smith Freehills LLP
Centre for Competition Law & Policy at 13:00

Publications

Showing all[*] publications sorted by author, then title  [change this]

Showing all 12 Company Law publications currently held in our database
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Show only Recent | Selected publications

J Armour, BS Black, BR Cheffins and RC Nolan, 'Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US' (2009) 6 Journal of Empirical Legal Studies 701 [...]

DOI: 10.1111/j.1740-1461.2009.01157.x

It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both “good” law—principally, corporate and securities law—and enforcement, yet there has been little empirical analysis of enforcement. We study private enforcement of corporate law in two common-law jurisdictions with highly developed stock markets, the United Kingdom and the United States, examining how often directors of publicly traded companies are sued, and the nature and outcomes of those suits. We find, based a comprehensive search for filings over 2004–2006, that lawsuits against directors of public companies alleging breach of duty are nearly nonexistent in the United Kingdom. The United States is more litigious, but we still find, based on a nationwide search of court decisions between 2000–2007, that only a small percentage of public companies face a lawsuit against directors alleging a breach of duty that is sufficiently contentious to result in a reported judicial opinion, and a substantial fraction of these cases are dismissed. We examine possible substitutes in the United Kingdom for formal private enforcement of corporate law and find some evidence of substitutes, especially for takeover litigation. Nonetheless, our results suggest that formal private enforcement of corporate law is less central to strong securities markets than might be anticipated.


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, 'Efficiency Arguments for the Collective Representation of Workers' (2014) Oxford Legal Studies Research Paper No. 66/2014 [...]

The dominant agency-cost paradigm for the analysis of corporate law is based on the proposition that the welfare of society is best met by rules which minimise the costs of production through the corporate form. This is typically interpreted to mean that the agency costs of shareholders should be minimised, so as to reduce the company’s cost of capital. However, it is clear that the agency cost analysis admits of the theoretical possibility that a company’s overall costs of production might be minimised even in the presence of sub-optimal rules relating to the cost of capital if those additional capital costs were outweighed by a greater reduction in the costs of contracting for other inputs necessary for the company’s productive activities. It has often been asserted that this situation obtains in relation to labour inputs. This essay seeks to establish the basis on which this argument might be formulated, dealing in particular with the proposition that employees can obtain full protection for their exchange relationship through contracting with the company. It then considers what empirical evidence is available about the production costs of companies in systems with high levels of mandatory employee involvement in decision-making. It focuses in particular on the tripartite system of employee representation in Germany – board representation, works councils and collective bargaining. Finally, it speculates about the conditions under which high levels of employee involvement might reduce a company’s overall costs of production or, by contrast, might increase those costs.


P Davies, Gower and Davies Principles of Modern Company Law, Eighth Edition (Thomson/Sweet & Maxwell 2008) [...]

This is a textbook on English company law which deals with all the elements of core company law (separate legal personality, limited liability, board and shareholder relations, majority and minority shareholder relations, accounts and audit) as well as with corporate finace (including share issues, market manipulation and takeovers). It aims to provide a strong analytical structure as well as a detailed treatment of the law.


ISBN: 978-0421-94900-3

P Davies, Introduction to Company Law 2nd ed (OUP, Clarendon Law Series 2010)

D J McBarnet, A Voiculescu and T Campbell (eds), The New Corporate Accountability: Corporate Social Responsibilty and the Law (Cambridge University Press 2007)

J Payne and J Armour (eds), Rationality in Company Law: Essays in Honour of DD Prentice (Hart publishing 2009)

J Payne, 'The Role of European Regulation and Model Acts in Company Law' in Ulf Bernitz and Wolf-Georg Ringe (eds), European Company Law and Economic Protectionism (OUP 2010)

WG Ringe, 'Company Law and Free Movement of Capital' (2010) 69 Cambridge Law Journal 378 [...]

DOI: 10.1017/S0008197310000516

Company law has long been in conflict with European Union law. Whereas the traditional approach of the European Court of Justice was to challenge national company law rules that were applied to foreign companies under the freedom of establishment (Centros and its progeny), recent case-law suggests that the Court might embark on a general assessment of domestic company law rules. This tendency is based on an extended interpretation of the free movement of capital, which became most prominently relevant in the recent Volkswagen case. A systematic analysis of the latter fundamental freedom and its relationship to company law demonstrates that this tendency is not without risk and might well end up in a ‘quality control’ of national company law through the ECJ. However, differentiated outcomes will be found depending on the actor in question (private party or State), and depending on the beneficiary of the measure at stake. It is argued that State measures potentially will always trigger the scope of application of the free movement of capital, irrespective of their nature or objective. Hence, even general statutory company law can be caught by this fundamental freedom. However, the decisive test will be identified as whether the measure has a ‘deterring effect’ on potential investors from other Member States. Special rights for the State are one extreme example which are surely caught by EC law, and purely private arrangements within the articles of association, are the other extreme. This test is recommended to serve the Court as guidance in future cases.


ISBN: 0008-1973

WG Ringe, 'The European Company Statute in the context of Freedom of Establishment' (2007) 7 Journal of Corporate Law Studies 185 [...]

One of the key features of the new Europe-wide legal form "European Company" ("Societas Europaea" or "SE") is the possibility of transferring the company’s seat from one Member State to another without having to be wound up or to re-register. As this possibility does not exist for companies formed under national law, the formation of an SE will often present the only possibility for companies to transfer their incorporation and corporate headquarters between Member States. This is a big advantage and a milestone towards the European Internal Market. However, some doubts remain as to the practicability of the system. The mandatory linkage of the head office to the registered office within the same Member State according to Article 7 of the SE Regulation is very problematic and, in light of recent ECJ decisions such as Centros, Überseering and Inspire Art, may violate EC primary legislation. Why should companies that are formed under national law be allowed to have the head office in a Member State different from their registration state, while an SE—as an instrument of Community law and a symbol of the Internal Market—is not? Furthermore, the detailed procedural rules laid down in the Regulation are sometimes overprotective and may significantly reduce the attractiveness of the SE’s mobility. It is argued that Article 7 of the SE Regulation is secondary law that itself is inconsistent with the (primary) EC Treaty. Furthermore, the Member States also tend to be overprotective when enacting safeguard measures for the benefit of creditors, minority shareholders and employees. Here again, freedom of establishment does not allow protectionist measures that contravene the gist of the SE’s mobility.


ISBN: 1473-5970

J Vella, 'Departing from the legal substance of transactions in the corporate field: the Ramsay Approach beyond the tax sphere' (2007) 7(2) Journal of Corporate Law Studies 243

J Vella, 'Sparking Regulatory Competition in European Company Law: A Response' in R De la Feria and S Vogenauer (eds), Prohibition of Abuse of Law: A New General Principle of EU Law (Hart Publishing 2011)

Courses

The courses we offer in this field are:

Undergraduate

FHS - Final Year (Phase III)

The degree is awarded on the basis of nine final examinations at the end of the three-year course (or four years in the case of Law with Law Studies in Europe) and (for students who began the course in October 2011 or later) an essay in Jurisprudence written over the summer vacation at the end of the second year. Note: the Jurisprudence exam at the end of the third year is correspondingly shorter. This phase of the Final Honour School includes the first and second term of the final year; the Final Examinations are taken in the third term of the final year.

Company Law

The company is one of the most important institutions in our society. There are over two million registered companies which, of course, vary radically in size and commercial significance ranging from the "one person" company to the large public companies. By virtually any measurement the company is the dominant vehicle through which business is conducted. There are a number of reasons for this but principally it is because it is a very flexible commercial institution and it is made conveniently and cheaply available.

The purpose of the course is to introduce students to the basic conceptual apparatus of company law and to analyse some of the policy issues raised in regulating this pervasive commercial form. It is important to note that the course is of relevance not only to those who wish to pursue a career as commercial or company lawyers, but also to those who have no such aspirations, as a knowledge of the company and how it works is relevant to many aspects of legal practice. The course involves an analysis of not only cases but also statute law and, although the Companies Act 2006 is among the largest statutes on the statute book, the course is not overly dominated by the study of statutory materials.

Diploma in Legal Studies

Company Law

The company is one of the most important institutions in our society. There are over two million registered companies which, of course, vary radically in size and commercial significance ranging from the "one person" company to the large public companies. By virtually any measurement the company is the dominant vehicle through which business is conducted. There are a number of reasons for this but principally it is because it is a very flexible commercial institution and it is made conveniently and cheaply available.

The purpose of the course is to introduce students to the basic conceptual apparatus of company law and to analyse some of the policy issues raised in regulating this pervasive commercial form. It is important to note that the course is of relevance not only to those who wish to pursue a career as commercial or company lawyers, but also to those who have no such aspirations, as a knowledge of the company and how it works is relevant to many aspects of legal practice. The course involves an analysis of not only cases but also statute law and, although the Companies Act 2006 is among the largest statutes on the statute book, the course is not overly dominated by the study of statutory materials.

Postgraduate

MJur

Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.

Company Law (also part of the BA course)

The company is one of the most important institutions in our society. There are over two million registered companies which, of course, vary radically in size and commercial significance ranging from the "one person" company to the large public companies. By virtually any measurement the company is the dominant vehicle through which business is conducted. There are a number of reasons for this but principally it is because it is a very flexible commercial institution and it is made conveniently and cheaply available.

The purpose of the course is to introduce students to the basic conceptual apparatus of company law and to analyse some of the policy issues raised in regulating this pervasive commercial form. It is important to note that the course is of relevance not only to those who wish to pursue a career as commercial or company lawyers, but also to those who have no such aspirations, as a knowledge of the company and how it works is relevant to many aspects of legal practice. The course involves an analysis of not only cases but also statute law and, although the Companies Act 2006 is among the largest statutes on the statute book, the course is not overly dominated by the study of statutory materials.


People

Company Law teaching is organized by a Subject Group convened by:

Christopher Hare: Travers Smith Associate Professor of Corporate and Commercial Law

in conjunction with:

John Armour: Hogan Lovells Professor of Law and Finance
Stefan Enchelmaier: Professor of European and Comparative Law
Luca Enriques: Allen & Overy Professor of Corporate Law
Jennifer Payne: Professor of Corporate Finance Law
Jeremias Prassl: Associate Professor of Law
Roger Smith: Associate Professor of Law
John Vella: Senior Research Fellow at the Oxford University Centre for Business Taxation

Also working in this field, but not involved in its teaching programme:

Petra Mahy: Postdoctoral Research Fellow in Socio-Legal Studies
Dan Prentice: Emeritus Professor of Corporate Law

Graduate students working in this field:

Marco Corradi: DPhil Law student
Stephen Daly: DPhil Law student
Elizabeth Howell: DPhil Law student
Natalie Mrockova: DPhil Law student

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Comparative and European Corporate Law

Publications

Showing all[*] publications sorted by author, then title  [change this]

Showing all 53 Comparative and European Corporate Law publications currently held in our database
Change to sort them by year | title | type OR
Show only Recent | Selected publications

Brian Cheffins, J Armour and Bernard Black, 'Delaware Corporate Litigation and the Fragmentation of the Plaintiffs' Bar' (2012) Columbia Business Law Review 427 [...]

Since 2000, a growing proportion of lawsuits against directors of public companies incorporated in Delaware have been filed outside Delaware. There has also been a large increase in the likelihood of litigation challenging M&A transactions involving Delaware targets, and the likelihood that suits involving the same transaction will be filed both in Delaware and elsewhere. In this Article we explore one potential cause for these trends—intensified competition between plaintiffs’ law firms. We trace the development of the plaintiffs’ bar from the 1970s to the present and identify three changes that plausibly contributed to the out-of-Delaware trend and a higher litigation rate: (1) stronger competition among plaintiffs’ lawyers specializing in securities litigation also affected the corporate law side of the plaintiffs’ bar; (2) changes in how the Delaware courts selected lead counsel encouraged non-Delaware filing by firms who were unlikely to win lead counsel status in Delaware; (3) potential obstacles associated with launching a suit in a jurisdiction other than Delaware become less of a concern to the plaintiffs’ bar. This Article draws upon data and insights developed more fully in a related policy-oriented paper: “Delaware’s Balancing Act”, 87 Indiana Law Review 1345 ( 2012), and a related empirical paper (“Is Delaware Losing its Cases”, Journal of Empirical Legal Studies (forthcoming 2012)).


ISBN: 08980721

J Armour, Bernard Black and Brian Cheffins, 'Delaware\\\'s Balancing Act' (2012) 87 Indiana Law Journal 1345 [...]

Delaware’s courts and well-developed case law are widely seen as integral elements of Delaware’s success in attracting incorporations. However, as we show using empirical evidence involving reported judicial decisions and filed cases concerning large mergers and acquisitions, leveraged buyouts, and options backdating, Delaware’s popularity as a venue for corporate litigation is under threat. Today, a majority of shareholder suits involving Delaware companies are being brought and decided elsewhere. We examine in this Article the implications of this “out-of-Delaware” trend, emphasizing a difficult balancing act that Delaware faces. If Delaware accommodates litigation too readily, companies, fearful of lawsuits, may incorporate elsewhere. But if plaintiffs’ attorneys find the Delaware courts unwelcoming, they can often file cases in other courts. Delaware could risk losing its status as the de facto national corporate law court, as well as the case flow that lets it provide the rich body of precedent that is part of Delaware’s overall corporate law “brand.” We assess how the Delaware courts and legislature, and Delaware companies, might respond to this threat to Delaware’s pre-eminence as the leading forum for corporate cases, as well as incorporations.


ISBN: 00196665

P Bockli and others, 'Making Corporate Governance Codes More Effective: A Response to the European Commission\'s Action Plan of December 2012 ' (2013) [...]

This paper contains the European Company Law Experts' response to one of the main issues raised in the European Commission’s Action Plan of 12 December 2012, namely how to make corporate governance codes more effective. The concept of “codes’ effectiveness” has two meanings: effectiveness of the comply-explain mechanism (disclosure effectiveness) and level of adoption of the codes’ recommendations themselves (substantive effectiveness). The ECLE believes that it is of crucial importance to keep the advantages of regulation by codes while finding adequate improvements of the quality of the reports and the explanations. The relationship between the content of corporate governance codes and disclosure is discussed. A “culture of departure from code recommendations”, if well explained, is needed. The quality of corporate governance reports and the explanations should primarily be improved by incentives, but non-legal and legal sanctions may help. Improvements may also be possible by mobilizing private actors and/or by charging public or private agents and agencies with inspection and monitoring.


P Bockli and others, 'Response to the European Commission's Report on the Application of the Takeover Bids Directive ' (2013) [...]

This paper contains the European Company Law Experts' response to the report of the European Commission of 28 June 2012 on the application of the Takeover Bids Directive of 2004 and the reform initiatives announced. For evaluating these initiatives the rationale of the mandatory bid rule is relevant (exit rationale, control premium rationale and undistorted choice rationale). On this basis the paper discusses each of the concerns raised by the European Commission: 1) The concept of "acting in concert": The ECLE are of the opinion that a uniform concept for the Takeover Bids Directive, the Transparency Directive and the Acquisition Directive is not useful because of the different objectives of these Directives. As to the Takeover Directive it should be made clear that joint engagement activities of investors should not trigger a mandatory offer. 2) National derogations to the mandatory offer rule differ widely, but there are different types of derogations that pose different concerns. The ECLE recommend that the Directive should provide for a review process with respect to national derogations. 3) The ECLE believe that there are good reasons to close the loopholes against the “creep in” and the “creep on” acquisitions. 4) As to board neutrality and the break-through rule the ECLE believe that the default rules should be changed. The option rights should be given to the shareholders, not to the member states. The reciprocity rule is flawed. 5) The protection of the rights of employees should be addressed in a wider context and should not be taken up specifically for one type of transaction such as takeover bids.


P Davies and others, 'Response to the European Commission’s Green Paper: The EU Corporate Governance Framework' (2011)

P Davies, R Kraakman, J Armour and L Enriques, The Anatomy of Corporate Law, Second Edition (OUP 2009) [...]

This book explains in detail how and why the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets


ISBN: 978-0-19-956584-9

P Davies, 'The European Private Company (SPE): Uniformity, Flexibility, Competition and the Persistence of National Laws' (2010) ECGI Working Paper 154/2010 [...]

In 2008 the European Commission put forward proposals for a European Private Company (SPE), following up on the adoption of the European Public Company legislation of 2001. Although speedy adoption of the SPE proposals was initially hoped for, subsequent negotiations among the member states have stalled, despite at least two revised drafts of the proposals having been produced by the Presidency of the European Council. This article seeks to identify the challenges posed to the national company laws of the member states by the Commission’s proposals for a ‘simple and flexible’ Community form of incorporation. It seeks to argue that the discussions among the member states have revolved mainly around the question of the appropriate role for mandatory rules in modern company law. Member states have been reluctant to see the SPE freed from mandatory rules to which their national companies are subject, because of the competition to their national laws which the SPE would generate. On the other hand, member states with few mandatory rules in their domestic law have been reluctant to see the SPE burdened with mandatory rules which do not apply to domestic companies, because otherwise their businesses will be deterred from taking up the new European form and obtaining its advantages. The article predicts that, of the possible legislative solutions to this confl ict, referring more of the rules applicable to the SPE to the national law of the state in which the SPE is registered is likely to be the dominant one, even though this will undermine both the uniformity and flexibility goals of the proposed legislation. It also considers how effective the ‘national law’ strategy is likely to be in the light of the Treaty provisions on freedom of establishment


P Davies, E Schuster and E van de Walle de Ghelcke, 'The Takeover Directive as a Protectionist Tool?' in Ulf Bernitz and Wolf-Georg Ringe (eds), Company Law and Economic Protectionism - New Challenges to Economic Integration (OUP 2010) [...]

DOI: 10.2139/ssrn.1554616

When the European Commission first proposed a harmonised legal framework for takeovers in the EU, its aim was to facilitate takeover bids in order to create a more effi cient and competitive corporate landscape and to further the single market. In the view of the Commission, a functioning market of corporate control required rebalancing the division of powers between shareholders and management in companies facing a takeover bid. Taking the UK, EU’s most active takeover market, as a model, the Commission proposed to assign the sole decisionmaking power regarding the bid to the shareholders, with management primarily playing an advisory role. This so-called board neutrality rule, however, caused much controversy among the member states, and it was one of the main reasons for the Takeover Directive’s notoriously long adoption history. Failing to achieve consensus on this topic, the Takeover Directive was finally adopted in a “watered down” version, without a mandatory board neutrality rule. Instead, a rather complicated system of “options” was introduced, both at member state and at company level. Although it was clear that this approach would not create the same barrier-free market for corporate control the Commission originally had in mind, it was still hoped that it would be a step in this direction. At the very least, it was certainly expected that this approach would retain the status quo. This paper examines how the implementation of the Directive changed the takeover rules applicable to European companies. To that end, we analyse the pre-implementation rules regarding management’s role in takeovers in all member states, and compare them with the current legal framework. We find that, instead of facilitating the Commission’s ideal of a comprehensive, mandatory board neutrality rule, the Directive has, in aggregate, likely had an opposite effect. We argue that there are signs of protectionist motives driving member states’ choices regarding board neutrality, and we fi nd that the system of company-level choices is ineffective in its current form. We propose a simplifi ed and more coherent board neutrality rule, solely based on shareholder decision making. Acknowledging that a system allowing management to prevent unwanted bids might have advantages over a pure board neutrality rule in certain circumstances, we argue that shareholders are in a better position to decide on the optimal rules for a particular company than legislators.


ISBN: 978-0-19-959145

L Enriques, 'Bad Apples, Bad Oranges: A Comment from Old Europe on Post-Enron Corporate Governance Reforms' (2003) 38 Wake Forest Law Review 911

M. Becht, L Enriques and V. Korom, 'Centros and the Cost of Branching' (2009) 9 Journal of Corporate Law Studies 171

L Enriques, 'Company Law Harmonization Reconsidered: What Role for the EC?' in S.M. Bartman (ed), European Company Law in Accelerated Progress (Kluwer Law International 2006)

L Enriques, 'Conflicts of interest in Investment Services: the Price and Uncertain Impact of MiFID?s Regulatory Framework' (2006) 2 Revue Trimestrielle de Droit Financier 49

P-H. Conac, L Enriques and M. Gelter, 'Constraining Dominant Shareholders? Self-Dealing: The Legal Framework in France, Germany, and Italy' (2007) 4 European Company and Financial Law Review 491

M. Bianchi and L Enriques, 'Corporate Governance in Italy After the 1998 Reform: What Role for Institutional Investors?' (2005) 2 Corporate Ownership & Control 11

L Enriques and P. Volpin, 'Corporate Governance Reforms in Continental Europe' (2007) 21 Journal of Economic Perspectives 117

L Enriques, 'Corporate Governance Reforms in Italy: What Has Been Done and What Is Left to Do' (2009) 10 European Business Organization Law Review 477

J. Macey and L Enriques, 'Creditors Versus Capital Formation: The Case Against the European Legal Capital Rules' (2001) 86 Cornell Law Review 1165

L Enriques and M. Gatti, 'Creeping Acquisitions in Europe: Enabling Companies to Be Better Safe than Sorry' (2014) European Corporate Governance Institute (ECGI) - Law Working Paper

L Enriques, 'Do Corporate Law Judges Matter? Some Evidence From Milan' (2002) 3 European Business Organization Law Review 765

L Enriques, 'EC Company Law and the Fears of a European Delaware' (2004) 15 European Business Law Review 1259

L Enriques, 'EC Company Law Directives and Regulations: How Trivial Are They?' (2006) 27 University of Pennsylvania Journal of International Economic Law 1

L Enriques and M. Gatti, 'EC Reforms of Corporate Governance and Capital Markets Law: Do They Tackle Insiders? Opportunism?' (2007) 28 Northwestern Journal of International Law and Business 1

L Enriques, 'European Takeover Law: The Case for a Neutral Approach' (2011) 22 European Business Law Review 623

L Enriques and M. Gelter, 'How the Old World Encountered the New One: Regulatory Competition and Cooperation in European Corporate and Bankruptcy Law' (2007) 81 Tulane Law Review 577

L Enriques and G. Hertig, 'Improving the Governance of Financial Supervisors' (2011) 12 European Business Organization Law Review 357

L Enriques and M. Gatti, 'Is There a Uniform EU Securities Law After the Financial Services Action Plan?' (2008) 14 Stanford Journal of Law, Business & Finance 43

L Enriques and T. Tröger, 'Issuer Choice in Europe' (2008) 67 Cambridge Law Journal 521

L Enriques and T. Tröger, 'Issuer Choice in the EU and its Impact on the Market for Corporate Law' (2008) 3 Revue Trimestrielle de Droit Financier 4

L Enriques, M. Gargantini and V. Novembre, 'Mandatory and Contract-based Shareholding Disclosure' (2010) 15 Uniform Law Review 713

L Enriques, 'Pyramidal Groups and Separation Between Ownership and Control in Italy' in F. Barca and M. Becht (eds), The Control of Corporate Europe (Oxford University Press 2001)

L Enriques, 'Regulators' Response to the Current Crisis and the Upcoming Reregulation of Financial Markets: One Reluctant Regulator's View' (2009) 30 University of Pennsylvania Journal of International Law 1147

L Enriques and M. Gelter, 'Regulatory Competition in European Company Law and Creditor Protection' (2006) 7 European Business Organization Law Review 417

L Enriques, 'Silence Is Golden: The European Company Statute as a Catalyst for Company Law Arbitrage' (2004) 4 Journal of Corporate Law Studies 77

R. Kraakman and others, The Anatomy of Corporate Law (2d ed) (Oxford University Press 2009)

L Enriques, R.J. Gilson and A.M. Pacces, 'The Case for an Unbiased Takeover Law (with an Application to the European Union)' (2014) 4 Harvard Business Law Review 85

L Enriques, 'The Comparative Anatomy of Corporate Law (Book review of REINIER KRAAKMAN ET AL., THE ANATOMY OF CORPORATE LAW. A COMPARATIVE AND FUNCTIONAL APPROACH (OUP Oxford: 2004))' (2004) 52 American Journal of Comparative Law 1011

L Enriques, 'The Law on Company Directors' Self-Dealing: A Comparative Analysis' (2000) 2 International and Comparative Corporate Law Journal 297

L Enriques, 'The Mandatory Bid Rule in the EC Takeover Directive: Harmonization Without Foundation?' (2004) 1 European Company and Financial Law Review 440

L Enriques and D.A. Zetzsche, 'The Risky Business of Regulating Risk Management' (2013) 10 European Company and Financial Law Review 271

L Enriques and M. Gatti, 'The Uneasy Case for Top-Down Corporate Law Harmonization in the European Union' (2006) 27 University of Pennsylvania Journal of International Economic Law 939

WG Ringe, 'Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG' (2014) Oxford Legal Studies Research Paper No. 42/2014 [...]

German corporate governance and corporate law are currently undergoing a major change. The old “Deutschland AG”, a nationwide network of firms, banks, and directors, is eroding, ownership is diffusing and the shareholder body is becoming more international than ever. This paper presents new data to support this development and explores the consequences in governance and in law that have been taken or that need to be drawn from this finding. Consistent with market-based theoretical accounts on corporate law, it finds that the changes currently underway are mainly a response to global market pressure: German banks divested their equity stakes mainly as a consequence of increased international competition. The paper extends the model of market-led change by two important observations: first, market pressure is not the only driver of legal change, but the law itself in this case contributed to facilitating competition. Notably, a taxation law reform enabled and accelerated the competition process already underway. Legal rules and market competition may thus be understood as not operating in isolation, but as forces that can be working in dialog. Secondly, the paper highlights the importance of ownership structure as an important intermediate condition in the logical order between market competition and legal change.


WG Ringe and U Bernitz (eds), Company Law and Economic Protectionism - New Challenges to European Integration (OUP 2010) [...]

The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples for the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, 'golden shares' or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents timely research by a number of company law and EU law experts into this field of law. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.


WG Ringe, 'Corporate Mobility in the European Union – a Flash in the Pan? An empirical study on the success of lawmaking and regulatory competition ' (2013) European Company and Financial Law Review 230 [...]

This paper discusses new data on regulatory competition in European company law and the impact of national law reforms, using the example of English company law forms being used by German start-ups. Since 1999, entrepreneurs have been allowed to select foreign legal forms to govern their affairs. The data show that English limited companies have been very popular with German entrepreneurs in the first years of the last decade, but also document a sharp decline from early 2006 onwards. This decline casts doubt over the claim that the German company law reform from November 2008 had ‘successfully fought off’ the use of foreign company forms. Moreover, by contrasting the German data with the corresponding developments in Austria, the paper further demonstrates that the latter jurisdiction sees a similar decline without having reformed its company law. Instead of exclusively relying on law reform as the causal reason for declining foreign incorporation numbers, the paper offers a number of alternative or complementary explanations for the striking developments. The findings are important for our understanding of (defensive) regulatory competition and successful lawmaking.


WG Ringe, 'Deviations from Ownership-Control Proportionality—Economic Protectionism Revisited' in U Bernitz and WG Ringe (eds), Company Law and Economic Protectionism (OUP 2010) [...]

In the wake of the economic crisis of 2008/09 the debate about the desirability of control-enhancing mechanisms that deviate from the traditional one-share-one-vote standard has been reinvigorated. This debate can be seen in the discourse of policy makers and academics that advocate the introduction of multiple voting rights in an attempt to curb the short-termism that is perceived by many to have provided the prevalent business incentive prior to the financial crisis. Alongside such discourse there buds a renaissance in the use of golden shares, in the hope, inter alia, of protecting European industries against Sovereign Wealth Funds from the Middle and Far East. Most of these proposals appear to be ill-advised. In the continental European context, they would reinforce the existing blockholder-dominated share structures to the detriment of minority shareholders. But even in the UK, where the possible introduction of deviations from OSOV has been advanced, these suggestions have to be greeted with reservations. The current discussion seems to leave well-established legal and economic ground actively to support protectionist market forces.


WG Ringe, Die Sitzverlegung der Europäischen Aktiengesellschaft (Mohr Siebeck 2006) [...]

With the introduction of the new legal form of the European Company Statute ('Societas Europaea') at the end of 2004, European Community lawmakers have created an instrument which enables large European firms to choose a corporate structure which is based on the same standards in all of the European Community. One special advantage of this new legal form is the simplification of cross-border restructuring, in particular the transfer of the corporation's registered office to another country. However, the statutory provisions for this transfer are relatively restrictive and do take the creditors' and shareholders' request for protection into consideration. The book studies the extent to which these newly-created regulations for the transfer of a European Company’s seat comply with the requirements of an authentic legal form of European Community law, and in particular whether or not they are compatible with the basic freedoms stipulated in the EC Treaty.


ISBN: 978-3-16-149102-3

WG Ringe, 'Empty Voting Revisited: The Telus Saga' (2013) 28 Journal of International Banking and Financial Law 154 [...]

The recent conflict between Canadian telecommunications provider Telus and US-based hedge fund Mason Capital is the most recent illustration of ‘empty voting’ – a strategy whereby activist investors eliminate their risk exposure to shares in target companies to pursue idiosyncratic motives. As courts are struggling to find adequate solutions, regulators worldwide are called upon to provide reliable tools to this threat to shareholder voting.


J Armour and WG Ringe, 'European Corporate Law 1999-2010: Renaissance and Crisis' (2011) 48 Common Market Law Review 125 [...]

European corporate law has enjoyed a renaissance in the past decade. Fifteen years ago, this would have seemed most implausible. In the mid-1990s, the early integration strategy of seeking to harmonise substantive company law seemed to have been stalled by the need to reconcile fundamental differences in approaches to corporate governance. Little was happening, and the grand vision of the early pioneers appeared more dream than ambition. Yet since then, a combination of adventurous decisions by the Court of Justice, innovative approaches to legislation by the Commission, and disastrous crises in capital markets has produced a headlong rush of reform activity. The volume and pace of change has been such that few have had time to digest it: not least policymakers, with the consequence that the developments have not always been well coordinated. The recent 2007/08 financial crisis has yet again thrown many - quite fundamental - issues into question. In this article, we offer an overview that puts the most significant developments of this decade into context, alongside each other and the changing patterns of corporate structure in European countries.


ISBN: 0165-0750

WG Ringe, 'Independent Directors: After the Crisis' (2013) 14 European Business Organization Law Review 401 [...]

This paper re-evaluates the corporate governance concept of ‘board independence’ against the disappointing experiences during the 2007-08 financial crisis. Independent or outside directors had long been seen as an essential tool to improve the monitoring role of the board. Yet the crisis revealed that they did not prevent firms’ excessive risk-taking; further, these directors sometimes showed serious deficits in understanding the business they were supposed to control, and remained passive in addressing structural problems. A closer look reveals that under the surface of seemingly unanimous consensus about board independence in Western jurisdictions, a surprising disharmony prevails about the justification, extent and purpose of independence requirements. These considerations lead me to question the benefits of the current system. Instead, this paper proposes a new, ‘functional’ concept of board independence. This would redefine independence to include those directors that are independent of the firm’s controller, but at the same time it would require them to be more accountable to (minority) shareholders.


WG Ringe and D Zimmer, 'Kommentierung der Art. 7, 8 SE-VO' in M Lutter and P Hommelhoff (eds), SE-Kommentar (SE-VO, SEAG, SEBG, Steuerrecht) (Otto Schmidt Verlag, Cologne 2008) [...]

Annotated guide on the European Company Statute


Courses

The courses we offer in this field are:

Postgraduate

BCL

Our taught postgraduate programme, designed to serve outstanding law students from common-law backgrounds

Comparative Corporate Law

The course consists of a comparative study of major areas of the company laws of the UK, continental Europe (in particular, Germany) and the United States as well as an assessment of the work done by the European Union in the field of company law.

The three areas or jurisdictions selected for comparative study have, collectively, had a very significant impact on the development of company law throughout the world. An understanding of these thus assists students in understanding both the content of, and influences upon, many others. The approach taken is both functional and comparative, looking at a series of core problems with which any system of corporate law must deal, and analysing, from a functional perspective, the solutions adopted by the systems in question. The course seeks to situate these solutions in the underlying concepts and assumptions of the chosen systems, as these often provide an explanation for divergences. To this end, the course begins with a contextual overview of ‘systems’ of corporate governance, which material is then applied in the following seminars on more substantive topics. Such a comparative study is intended to enable students to see their own system of company law in a new and more meaningful light, and to be able to form new views about its future development. Finally, a study of the ways in which the European Union is developing company law within its boundaries is also important, not only as illustrating, by a review of the harmonisation programme, the benefits to be derived from a comparative study in practice, but also because it shows new ways in which corporate vehicles can be developed to meet particular policy objectives.

 The course assumes students have knowledge of the basic structure of corporate laws, such as would be gained from an undergraduate course (regardless of jurisdiction). MJur students who have previously studied company law in another jurisdiction may find it helpful to take Company Law at the same time.

The teaching group comprises Professor J Armour, Dr WG Ringe and Ms J Payne. Teaching consists of a combination of lectures, seminars, and tutorials. Guest lectures by visiting academics may also be given at various points.

MJur

Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.

Comparative Corporate Law

The course consists of a comparative study of major areas of the company laws of the UK, continental Europe (in particular, Germany) and the United States as well as an assessment of the work done by the European Union in the field of company law.

The three areas or jurisdictions selected for comparative study have, collectively, had a very significant impact on the development of company law throughout the world. An understanding of these thus assists students in understanding both the content of, and influences upon, many others. The approach taken is both functional and comparative, looking at a series of core problems with which any system of corporate law must deal, and analysing, from a functional perspective, the solutions adopted by the systems in question. The course seeks to situate these solutions in the underlying concepts and assumptions of the chosen systems, as these often provide an explanation for divergences. To this end, the course begins with a contextual overview of ‘systems’ of corporate governance, which material is then applied in the following seminars on more substantive topics. Such a comparative study is intended to enable students to see their own system of company law in a new and more meaningful light, and to be able to form new views about its future development. Finally, a study of the ways in which the European Union is developing company law within its boundaries is also important, not only as illustrating, by a review of the harmonisation programme, the benefits to be derived from a comparative study in practice, but also because it shows new ways in which corporate vehicles can be developed to meet particular policy objectives.

 The course assumes students have knowledge of the basic structure of corporate laws, such as would be gained from an undergraduate course (regardless of jurisdiction). MJur students who have previously studied company law in another jurisdiction may find it helpful to take Company Law at the same time.

The teaching group comprises Professor J Armour, Dr WG Ringe and Ms J Payne. Teaching consists of a combination of lectures, seminars, and tutorials. Guest lectures by visiting academics may also be given at various points.

MSc (Master's in Law and Finance)

Comparative Corporate Law

The course consists of a comparative study of major areas of the company laws of the UK, continental Europe (in particular, Germany) and the United States as well as an assessment of the work done by the European Union in the field of company law.

The three areas or jurisdictions selected for comparative study have, collectively, had a very significant impact on the development of company law throughout the world. An understanding of these thus assists students in understanding both the content of, and influences upon, many others. The approach taken is both functional and comparative, looking at a series of core problems with which any system of corporate law must deal, and analysing, from a functional perspective, the solutions adopted by the systems in question. The course seeks to situate these solutions in the underlying concepts and assumptions of the chosen systems, as these often provide an explanation for divergences. To this end, the course begins with a contextual overview of ‘systems’ of corporate governance, which material is then applied in the following seminars on more substantive topics. Such a comparative study is intended to enable students to see their own system of company law in a new and more meaningful light, and to be able to form new views about its future development. Finally, a study of the ways in which the European Union is developing company law within its boundaries is also important, not only as illustrating, by a review of the harmonisation programme, the benefits to be derived from a comparative study in practice, but also because it shows new ways in which corporate vehicles can be developed to meet particular policy objectives.

 The course assumes students have knowledge of the basic structure of corporate laws, such as would be gained from an undergraduate course (regardless of jurisdiction). MJur students who have previously studied company law in another jurisdiction may find it helpful to take Company Law at the same time.

The teaching group comprises Professor J Armour, Dr WG Ringe and Ms J Payne. Teaching consists of a combination of lectures, seminars, and tutorials. Guest lectures by visiting academics may also be given at various points.


People

Comparative and European Corporate Law teaching is organized by a Subject Group convened by:

John Armour: Hogan Lovells Professor of Law and Finance

in conjunction with:

Luca Enriques: Allen & Overy Professor of Corporate Law
Jeremias Prassl: Associate Professor of Law
Wolf-Georg Ringe: Departmental Lecturer

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Corporate Finance

Publications

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Showing all 25 Corporate Finance publications currently held in our database
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J Armour, 'Law, Finance and Innovation' in McCahery, J.A. & Renneboog, L. (eds), Venture Capital Contracting and the Valuation of Hi-Tech Firms (Oxford: OUP 2003) [...]

This chapter reviews evidence about the extent to which law and lawyers ‘matter’ for venture capital investment. As such, it relates both to the policy debate about financing innovative firms and more generally to the comparative finance literature that has investigated the extent to which law may be one of the determinants of differing patterns of corporate finance across various countries. The review is organised around the idea that law may ‘matter’ in a variety of ways for corporate finance. The starting point is a model of what venture capital investment involves, derived from empirical studies in the US. The venture capitalist is a financial intermediary, who raises funds from end-investors which are then used to finance small entrepreneurial firms. The contracts between the venture capitalist and the investee firms have complex terms which can be understood as responses to agency problems inherent in the financing relationship. The first way in which laws may ‘matter’ is by affecting the way in which the practice of venture capital investment is structured—most obviously, in the terms of the contracts used. Empirical studies of the contracting practices of venture capitalists show clear differences between national practices, and it is plausible that some at least of these may be driven by differences in the legal regimes. Most obviously, these might arise due to mandatory legal rules—for example, local tax laws—which distort choices of inframarginal investors in favour of a particular type of financial contract.


P Davies, 'Liability for Misstatements to the Market' (2010) 5 Capital Markets Law Journal 443 [...]

The Liability of Issuers Regulations introduce a revised statutory scheme of liability for issuers in respect of misstatements to the market. This article considers how the revised scheme differs from the stop-gap regime introduced in 2006, notably by extending the range of misstatements and markets to which the regime applies. The new regime also includes liability for delayed statements and increases the range of potential claimants. However, fraud as the basis for issuer liability is retained, as is the exclusion of liability to investors of the directors of issuers.


ISBN: 1750-7219

P Davies, 'Liability for Misstatements to the Market: Some Reflections' (2009) 9 Journal of Corporate Law Studies 295 [...]

This article considers some of the fundamental issues arising out of the Davies Review of Issuer Liability. That Review recommended only a limited role for private enforcement of the continuing disclosure obligations imposed upon issuers. The article considers whether such a limited role can be justified, from both a compensation and a deterrence standpoint. It concludes that it can, provided there is a sound system of public enforcement of those obligations in place. Whether the recent changes in the role of the Financial Services Authority will provide an appropriate level of public enforcement is not yet clear.


ISBN: 1473-5970

Roy Goode, 'Flip Clauses - The End of the Affair?' (2012) Law Quarterly Review Sweet & Maxwell 171 [...]

A comment on the decision of the Supreme Court in Belmont Investments Pty Ltd v BNY Corporate Trustee Services Ltd [2011] 3 WLR 521


ISBN: 0023-933X

L Gullifer and J Payne, Corporate Finance Law: Principles and Policy (Hart Publishing 2011)

L Gullifer and J Payne (eds), Intermediated Securities: Legal Problems and Practical Issues (Hart Publishing 2010)

L Gullifer, 'Protection of Investors in Intermediated Securities' in J Armour and J Payne (eds), Rationality in Company Law ( 2009)

L Gullifer and J Payne, 'The Characterisation of Fixed and Floating Charges' in J. Payne, J. Getzler (eds), Company ChargesSpectrum and Beyond (OUP 2007)

H Beale, M Bridge, L Gullifer and E Lomnicka, The Law of Security and Title Finance (2nd edn, Oxford University Press 2012)

L Gullifer, 'What should we do about Financial Collateral?' (2012) Current Legal Problems

L Gullifer and J Payne, Corporate Finance Law: Principles and Policy (Hart Publishing 2011)

J Payne, 'Cross-border schemes of arrangement and forum shopping' (2013) 14 European Business Organization Law Review 563 [...]

DOI: 10.1017/S1566752912001309

In recent years there has been a growth in the use of English schemes of arrangement by companies registered in other EU Member States. High profile recent examples include TeleColumbas GmbH, Rodenstock GmbH, and Primacom Holdings GmbH. In each case these companies were able to access the English scheme jurisdiction without shifting their seat or COMI to the UK. This paper investigates this phenomenon, considering the use of an English scheme of arrangement and why it might be regarded as valuable to these companies. The paper then tackles two issues. First, it assesses how these companies are able to access the English scheme jurisdiction, and, in particular, analyses the potential application of both the Insolvency Regulation and the Judgments Regulation in this regard. As part of this analysis the recognition and enforcement of English schemes of arrangement in other Member States is discussed. Second, it considers whether this use of English schemes gives rise to issues of forum shopping. This paper rejects the idea that forum shopping should be regarded as a concern in this context.


ISBN: 1566-7529

J Payne, 'Debt Restructuring in English Law: Lessons from the US and the need for reform' (2014) LQR 282 [...]

This paper assesses the debt restructuring mechanisms available to companies in English law, compares these mechanisms with the Chapter 11 procedure in the US, and makes some suggestions for reform of the English system in this context. Rehabilitating a company in financial difficulties will almost always be preferable to liquidation for companies and their creditors, at least where the company is merely financially distressed, i.e. it is cash flow insolvent but nevertheless economically viable, so that there is a business worth saving. Five debt restructuring mechanisms are available to companies in English law: workouts, Company Voluntary Arrangements (CVAs), schemes of arrangement, administration and, lastly, a recent innovation of practitioners has been to twin a scheme of arrangement with administration. None of these devices are ideal as debt restructuring tools, as explained in this paper. Lessons can be learned from the US Chapter 11 process, although a simple transplantation of this procedure into English law is not recommended, as there are also disadvantages to the US procedure. Instead it is suggested that the English scheme of arrangement be reformed to allow a cramdown of whole classes to take place, to attach a moratorium to this procedure and to enhance the valuation process where restructuring takes place. Making these changes would provide English law with a stronger and more effective debt restructuring procedure.


ISBN: 0023-933X

J Payne, 'Gatekeepers' in N Moloney, E Ferran, J Payne (eds), The Oxford Handbook of Financial Regulation (OUP 2015) (forthcoming)

J Payne, 'Intermediated Securities and the Right to Vote in the UK' in Louise Gullifer and Jennifer Payne (eds), Intermediated Securities: Legal Problems and Practical Issues (Hart Publishing 2010)

J Payne and Louise Gullifer (eds), Intermediated Securities: Legal problems and practical issues (Hart Publishing 2010) [...]

Globally, there has been a shift from securities being held directly by an investor, to a situation in which many securities are held via an intermediary. The existence of one or more intermediaries between the investor and the issuer has a potentially significant impact on the rights of the investor, the role and obligations of the issuer, and on the position and responsibilities of the intermediary. However, different jurisdictions have dealt with the issues arising from intermediation in a variety of ways. In the UK, for example, the concept of a trust is used to explain the different rights and obligations which arise in this scenario, whereas in the US the issues have been addressed by legislation, in the form of UCC Article 8. This variety is problematic, given that it is possible for an investor to hold securities in a number of different jurisdictions. A new UNIDROIT Convention on the issue of Intermediated Securities, the Geneva Securities Convention 2009, aims to create a common framework for dealing with these issues. This collection of essays explores the issues that arise when securities are held via an intermediary, and in particular assesses the solutions put forward by the new Convention on this issue.


ISBN: 978-1-84946-013-2

J Payne, 'Legal capital and creditor protection in UK private companies' (2008) 5 European Company Law 220

J Payne, 'Legal Capital in the UK following the Companies Act 2006' in J Armour and J Payne (eds), Rationality in Company Law: Essays in Honour of DD Prentice (Hart publishing 2009)

J Payne, 'Minority Shareholders Protection in Takeovers: A UK perspective' (2011) 8 European Company and Financial Law Review 145

J Payne, 'Private Equity and its Regulation in Europe' (2011) European Business Organization Law Review 559 [...]

DOI: 10.1017/S1566752911400021

In the fifteen year period to 2008 the private equity industry grew enormously in Europe, to the point where it began to be seen as a rival to the public markets. This gave rise to concerns, and calls for the private equity industry to be regulated. The financial crisis, and in particular the contraction of the market for debt prompted by the collapse of Lehman Brothers in September 2008, has led to a significant reduction in the number and value of private equity deals. However, if anything the financial crisis has led to increased call for the regulation of the industry. This paper examines the development of private equity transactions in Europe, and analyses the nature of these transactions. It then considers whether the concerns raised in relation to private equity are justified. Broadly, the arguments in favour of the regulation of private equity may be divided into two kinds: the need to increase transparency in the industry by imposing disclosure obligations, and systemic risk concerns. These arguments are considered, and the terms of the Alternative Investment Fund Managers Directive (AIFMD) are examined in the light of these issues. It is suggested that the arguments in favour of regulation of private equity are weaker than has been suggested and that this Directive does not adequately differentiate between hedge funds and private equity when imposing this regulatory regime.


ISBN: 1566-7529

J Payne, 'Schemes of Arrangement, Takeovers and Minority Shareholder Protection' (2011) Journal of Corporate Law Studies 67 [...]

Schemes of arrangement are an extremely valuable tool for manipulating a company’s capital. Nothing in the Companies Act 2006 prescribes the subject matter of a scheme. In theory a scheme could be a compromise or arrangement between a company and its creditors or members about anything which they can properly agree amongst themselves. However, one of the most common uses of a scheme is as an alternative to a takeover offer. Indeed, in recent years schemes of arrangement have become the structure of choice for recommended bids. This paper examines the use of schemes of arrangement as an alternative to takeover offers, and in particular compares the level of protection for minority shareholders available under both structures. It might be expected that the level of protection would be equivalent, but this is not the case in practice. Significantly greater protection is put in place for minority shareholders in the target company by takeover regulation than exists in the context of a scheme. However, the purpose of minority protection is quite different within these two structures. This article suggests that the lower level of protection in schemes is justified within this context.


ISBN: 1473-5970

J Payne, Schemes of Arrangement: Theory, Structure and Operation (Cambridge University Press 2014) (forthcoming) [...]

Schemes of arrangement are an important and flexible mechanism, which can be used to reorganise a company’s capital. Schemes have undergone something of a renaissance over the last decade or so, particularly as a debt restructuring device in the aftermath of the global financial crisis when companies and their advisors have needed to develop effective tools for dealing with financial distress. Schemes have also become the mechanism of choice for recommended takeovers. This book examines the uses of both member and creditor schemes, and their advantages and disadvantages compared to the alternatives that are available, in order to understand their current popularity. This includes an analysis of cross-border schemes, which have become very common in recent years. This book performs a critical, contextual and comparative analysis of schemes and their uses, and puts forward reform proposals that are designed to ensure that schemes continue to develop as an indispensable tool for companies for the future.


J Payne, Niamh Moloney and Eilis Ferran (eds), The Oxford Handbook of Financial Regulation (Oxford University Press 2015) (forthcoming)

J Payne, 'The Regulation of Short Selling and its reform in Europe' (2012) European Business Organization Law Review 413 [...]

DOI: 10.1017/S1566752912000298

The issue of whether and how to regulate short selling has been an issue that has vexed regulators for some time. While there are a number of potentially damaging consequences that are said to stem from short selling, there is also evidence that it can have beneficial effects on financial markets. In the wake of the collapse of Lehman Brothers in September 2008, and more particularly the falls in the prices of listed financial securities that followed, the regulation of short selling has come back onto the regulatory agenda with a vengeance. Various regulatory techniques, some temporary and some more permanent, have been adopted to deal with short selling. This paper explores those implemented in the US, the UK, Germany and France. The EU has also been developing its regulatory response and in February 2012 the final text of a regulation dealing with short selling was agreed. This paper considers the arguments for and against the regulation of short selling, and considers the EU’s short selling regulation in the light of these arguments. It is suggested that although the provisions of the EU’s regulation introducing disclosure to the regulator are broadly sensible, as are the provisions designed to foster a stricter settlement regime, other provisions are more problematic and have the potential to cause damage to European financial markets.


ISBN: 1566-7529

J Vella and D Prentice, 'Some aspects of capital maintenance law in the UK' in M Tison et al (ed), Perspectives in Company Law and Financial Regulation (CUP 2009)

Courses

The courses we offer in this field are:

Postgraduate

BCL

Our taught postgraduate programme, designed to serve outstanding law students from common-law backgrounds

Corporate Finance Law

The limited company is a hugely popular business vehicle, and the primary reason for this is its ability to act as a successful vehicle for raising business finance and diversifying financial risk. All companies need to raise money in order to function successfully. It is these "money matters" which are at the heart of corporate law, and an understanding of the ways in which companies can raise money, and the manner in which their money-raising activities are regulated, is central to an understanding of how companies function. The aims of the course are (a) to explain the complex statutory provisions governing the issue and marketing of corporate securities, against the background of business transactions; (b) to explore the fundamental legal propositions around which corporate finance transactions are usually organised and (c) to examine the means by which money is raised by borrowing and quasi-debt and different methods of securing debt obligations. Technical issues will therefore be placed in their economic and business context. There is a strong emphasis on the policy issues underlying the legal rules. The course focuses on the forms of corporate finance and on the structure and regulation of capital markets. The course also examines the attributes of the main types of securities issued by companies and the legal doctrines which are designed to resolve the conflicts of interests between shareholders and creditors. Consideration is given to the EU directives affecting the financial markets, especially the manner in which they have been implemented into English law. Many of the issues arising are of international importance and the course examines the harmonisation of these matters within the EU.

This course will be of interest to any student wishing to develop a knowledge of corporate law, as well as to those who are corporate finance specialists. No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this will be of significant advantage. Those with no knowledge of company law will need to do some additional background reading prior to the start of seminars, and advice can be given on this issue. MJur students are welcome, especially if they have prior knowledge of corporate finance in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate.

Legal Concepts in Financial Law

The purpose of this course is to explore the most significant legal concepts and private law issues encountered in commercial finance and in commercial and investment banking. . This is particularly topical, as many of these issues have been brought into sharp focus by the recent financial crisis.

Students will be introduced to the various concepts in contract, property and fiduciary law which are used to allocate, manage and transfer risk in transactions on capital markets and in commercial banking. They will also be invited to consider the legal nature of property, money and payment, and the conceptual basis for corporate personality and limited liability. By examining a range of transactions, and critically considering relevant case law and legislation in the light of market practice, this course will provide a deep understanding of the part that private law plays in the operation of financial markets. Transactional structures covered will include loans, guarantees, documentary credits and first demand bonds,, security, debt issues on the capital markets (and other intermediated securities), derivatives and structured finance.

The focus will be on English law, although the law of other jurisdictions (particularly common law jurisdictions) will be studied where appropriate for criticism and comparison.

Whilst the course will primarily be a doctrinal law course, involving close study of cases and legislation and analysis of their underlying principles, the reading lists will contain a significant amount of secondary material examining wider policy issues, different theoretical approaches and possible legal reform.

The course will be taught in eleven seminars, each supported by lectures, and four tutorials. Teaching will be by Professor Louise Gullifer, Mr Christopher Hare and Mr Richard Salter QC, with input from others practising in this area of law.

MJur

Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.

Corporate Finance Law

The limited company is a hugely popular business vehicle, and the primary reason for this is its ability to act as a successful vehicle for raising business finance and diversifying financial risk. All companies need to raise money in order to function successfully. It is these "money matters" which are at the heart of corporate law, and an understanding of the ways in which companies can raise money, and the manner in which their money-raising activities are regulated, is central to an understanding of how companies function. The aims of the course are (a) to explain the complex statutory provisions governing the issue and marketing of corporate securities, against the background of business transactions; (b) to explore the fundamental legal propositions around which corporate finance transactions are usually organised and (c) to examine the means by which money is raised by borrowing and quasi-debt and different methods of securing debt obligations. Technical issues will therefore be placed in their economic and business context. There is a strong emphasis on the policy issues underlying the legal rules. The course focuses on the forms of corporate finance and on the structure and regulation of capital markets. The course also examines the attributes of the main types of securities issued by companies and the legal doctrines which are designed to resolve the conflicts of interests between shareholders and creditors. Consideration is given to the EU directives affecting the financial markets, especially the manner in which they have been implemented into English law. Many of the issues arising are of international importance and the course examines the harmonisation of these matters within the EU.

This course will be of interest to any student wishing to develop a knowledge of corporate law, as well as to those who are corporate finance specialists. No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this will be of significant advantage. Those with no knowledge of company law will need to do some additional background reading prior to the start of seminars, and advice can be given on this issue. MJur students are welcome, especially if they have prior knowledge of corporate finance in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate.

Legal Concepts in Financial Law

The purpose of this course is to explore the most significant legal concepts and private law issues encountered in commercial finance and in commercial and investment banking. . This is particularly topical, as many of these issues have been brought into sharp focus by the recent financial crisis.

Students will be introduced to the various concepts in contract, property and fiduciary law which are used to allocate, manage and transfer risk in transactions on capital markets and in commercial banking. They will also be invited to consider the legal nature of property, money and payment, and the conceptual basis for corporate personality and limited liability. By examining a range of transactions, and critically considering relevant case law and legislation in the light of market practice, this course will provide a deep understanding of the part that private law plays in the operation of financial markets. Transactional structures covered will include loans, guarantees, documentary credits and first demand bonds,, security, debt issues on the capital markets (and other intermediated securities), derivatives and structured finance.

The focus will be on English law, although the law of other jurisdictions (particularly common law jurisdictions) will be studied where appropriate for criticism and comparison.

Whilst the course will primarily be a doctrinal law course, involving close study of cases and legislation and analysis of their underlying principles, the reading lists will contain a significant amount of secondary material examining wider policy issues, different theoretical approaches and possible legal reform.

The course will be taught in eleven seminars, each supported by lectures, and four tutorials. Teaching will be by Professor Louise Gullifer, Mr Christopher Hare and Mr Richard Salter QC, with input from others practising in this area of law.

MSc (Master's in Law and Finance)

Corporate Finance Law

The limited company is a hugely popular business vehicle, and the primary reason for this is its ability to act as a successful vehicle for raising business finance and diversifying financial risk. All companies need to raise money in order to function successfully. It is these "money matters" which are at the heart of corporate law, and an understanding of the ways in which companies can raise money, and the manner in which their money-raising activities are regulated, is central to an understanding of how companies function. The aims of the course are (a) to explain the complex statutory provisions governing the issue and marketing of corporate securities, against the background of business transactions; (b) to explore the fundamental legal propositions around which corporate finance transactions are usually organised and (c) to examine the means by which money is raised by borrowing and quasi-debt and different methods of securing debt obligations. Technical issues will therefore be placed in their economic and business context. There is a strong emphasis on the policy issues underlying the legal rules. The course focuses on the forms of corporate finance and on the structure and regulation of capital markets. The course also examines the attributes of the main types of securities issued by companies and the legal doctrines which are designed to resolve the conflicts of interests between shareholders and creditors. Consideration is given to the EU directives affecting the financial markets, especially the manner in which they have been implemented into English law. Many of the issues arising are of international importance and the course examines the harmonisation of these matters within the EU.

This course will be of interest to any student wishing to develop a knowledge of corporate law, as well as to those who are corporate finance specialists. No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this will be of significant advantage. Those with no knowledge of company law will need to do some additional background reading prior to the start of seminars, and advice can be given on this issue. MJur students are welcome, especially if they have prior knowledge of corporate finance in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate.

Legal Concepts in Financial Law

The purpose of this course is to explore the most significant legal concepts and private law issues encountered in commercial finance and in commercial and investment banking. . This is particularly topical, as many of these issues have been brought into sharp focus by the recent financial crisis.

Students will be introduced to the various concepts in contract, property and fiduciary law which are used to allocate, manage and transfer risk in transactions on capital markets and in commercial banking. They will also be invited to consider the legal nature of property, money and payment, and the conceptual basis for corporate personality and limited liability. By examining a range of transactions, and critically considering relevant case law and legislation in the light of market practice, this course will provide a deep understanding of the part that private law plays in the operation of financial markets. Transactional structures covered will include loans, guarantees, documentary credits and first demand bonds,, security, debt issues on the capital markets (and other intermediated securities), derivatives and structured finance.

The focus will be on English law, although the law of other jurisdictions (particularly common law jurisdictions) will be studied where appropriate for criticism and comparison.

Whilst the course will primarily be a doctrinal law course, involving close study of cases and legislation and analysis of their underlying principles, the reading lists will contain a significant amount of secondary material examining wider policy issues, different theoretical approaches and possible legal reform.

The course will be taught in eleven seminars, each supported by lectures, and four tutorials. Teaching will be by Professor Louise Gullifer, Mr Christopher Hare and Mr Richard Salter QC, with input from others practising in this area of law.


People

Corporate Finance teaching is organized by a Subject Group convened by:

Jennifer Payne: Professor of Corporate Finance Law

in conjunction with:

John Armour: Hogan Lovells Professor of Law and Finance
Luca Enriques: Allen & Overy Professor of Corporate Law
Louise Gullifer: Professor of Commercial Law
Christopher Hare: Travers Smith Associate Professor of Corporate and Commercial Law
Jeremias Prassl: Associate Professor of Law
Richard Salter: Visiting Fellow

Also working in this field, but not involved in its teaching programme:

Doreen McBarnet: Professor of Socio-Legal Studies
John Vella: Senior Research Fellow at the Oxford University Centre for Business Taxation

Graduate students working in this field:

Stephen Daly: DPhil Law student
Anton Didenko: DPhil Law student

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Corporate Insolvency Law

Publications

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Showing all 12 Corporate Insolvency Law publications currently held in our database
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Roy Goode, 'Perpetual Trustee and Flip Clauses in Swap Transactions' (2011) 127 Law Quarterly Review 1 [...]

A case note on the Court of Appeal decision on the anti-deprivation principle of insolvency law. The case note was referred to at several points in the judgments of the Supreme Court


ISBN: 0023-933X

L Gullifer, Wolf-Georg Ringe and Philippe Thery (eds), Current Issues in European Financial and Insolvency Law ( 2009)

Charlotte Cook, Hamish Anderson and L Gullifer, 'National Report for England' in Treatment of Contracts in Insolvency (Oxford University Press 2014) (forthcoming)

L Gullifer, 'The reforms of the Enterprise Act 2002 and the Floating Charge as a security device' (2008) 46 Canadian Business Law Journal 399 [...]

Recently the UK Government passed the Companies Act 2006, which introduced many reforms to English Company Law as well as reproducing existing law in one (very long) statute. There have also been significant changes in the Corporate Insolvency area introduced by the Enterprise Act 2002, and by case law. This paper will focus on the current fate of the floating charge as a security device.


ISBN: 0319-3322

WG Ringe, L Gullifer and P Théry (eds), Current Issues in European Financial and Insolvency Law - Perspectives from France and the UK (Hart Publishing, Oxford and Portland, Oregon 2009) [...]

Recent case-law and legislation in European company and insolvency law have significantly furthered the integration of European business regulation. In particular, the case-law of the European Court of Justice and the introduction of the EU Insolvency Regulation have provided the stimulus for current reforms in various jurisdictions in the fields of insolvency and financial law. The UK, for instance, has adopted the Enterprise Act in 2002, designed, inter alia, to enhance enterprise and to strengthen the UK’s approach to bankruptcy and corporate rescue. In a similar vein, a recent reform in France has modernised French insolvency law and even introduced a tool similar to the successful English ‘company voluntary arrangement’ (CVA). This book provides a collection of studies by some of the leading English and French experts today, analysing current perspectives of insolvency and financial law in Europe, both on the national as well as on the European level.


ISBN: 978-1841139357

WG Ringe, 'Forum Shopping under the EU Insolvency Regulation' (2008) 9 European Business Organization Law Review 579 [...]

DOI: 10.1017/S156675290800579X

Cross-border forum shopping for the benefit of a different insolvency law regime has become popular within the European Union in recent years. Yet legislators, courts and legal scholarship react with suspicion when debtors cross the border only to profit from a different insolvency law system. The most prominent legal tool, the European Insolvency Regulation, is based on the assumption that forum shopping is bad for the functioning of the European Internal Market. This paper questions the hostile attitude towards the phenomenon of forum shopping. It is argued that forum shopping can have beneficial effects both for the company and for its creditors, and that strong safeguards for creditors who oppose the migration are in place. Furthermore, the validity of the COMI approach of the Regulation under the fundamental freedoms of the Treaty is questioned; it is suggested that the current regime needs to be amended. The proposed new system would enable more corporate mobility within the European Union and create more legal certainty for all constituencies at the same time.


ISBN: 1566-7529

WG Ringe, 'Secondary proceedings, forum shopping and the European Insolvency Regulation [Sekundärinsolvenzverfahren nach der Europäischen Insolvenzverordnung (zu BGH, 8.3.2012 – IX ZB 178/11)]' (2013) Praxis des Internationalen Privat- und Verfahrensrechts (IPRax) 330   [Case Note] [...]

The German Federal Supreme Court held in a recent decision that secondary proceedings according to Article 3(2) of the European Insolvency Regulation cannot be initiated where the debtor only has assets in a particular country. The requirements for an “establishment” go beyond this and require an economic activity with a “minimum of organisation and certain stability”. This decision stands in conformity with the leading academic comment and other case-law. Nevertheless, the decision is a good opportunity to stress the importance of secondary proceedings and their function to protect local creditors. This is particularly true where the secondary proceedings are initiated (as here) in the context of a cross-border transfer of the “centre of main interests” (COMI) of the debtor. The ongoing review of the European Insolvency Regulation should respond to this problem in one of the regulatory options provided.


K van Zwieten, 'Corporate Rescue in India: The Influence of the Courts' (2015) Journal of Corporate Law Studies (forthcoming) [...]

Abstract: India is poised for significant reform to its corporate insolvency laws, including the introduction of a new rescue procedure. The reforms follow two decades of sustained criticism of the law, critics complaining of lengthy delays and a range of related costs in the disposal of proceedings. This article focuses on the most notorious of India’s existing insolvency procedures, a corporate rescue procedure established under the Sick Industrial Companies (Special Provisions) Act 1985. On the eve of its repeal, the article presents the results of an investigation into how this Act operated over time, and why. Its central contribution is to report new evidence of the influence of the courts on the operation of the Act. The article reveals how key provisions of the Act were interpreted and reinterpreted by judges in attempts to rescue companies destined for liquidation, and to protect some of their stakeholders (especially employees) in the interim. The evidence of these innovations offers a new and compelling explanation for why the rescue procedure became slow and costly. Acknowledging and understanding the influence of the courts on the operation of this procedure may help to guard against India’s new corporate rescue procedure suffering a similar fate.


K van Zwieten, 'Restructuring law: recommendations from the European Commission' (2014) Law in Transition (forthcoming)

K van Zwieten, 'The Insolvency Provisions of the Cape Town Convention and Protocols: Historical and Economic Perspectives' (2012) 1 Cape Town Convention Journal 53 [...]

Abstract: The insolvency provisions of the Cape Town Convention and associated Protocols are considered integral to the achievement of the economic objectives of the Convention project. This article begins with the history of the insolvency provisions, tracing their evolution from a modest rule for the recognition of Convention interests in insolvency to a robust package of substantive rules on the effectiveness, priority, avoidance, and enforcement of Convention interests in insolvency proceedings. It then turns to consider the provisions in detail, illustrating their likely application with some hypothetical scenarios featuring airline and railroad debtors. The concluding section discusses the perceived significance of the insolvency provisions to the Convention project as a whole, and their predicted economic impact.


Courses

The courses we offer in this field are:

Postgraduate

BCL

Our taught postgraduate programme, designed to serve outstanding law students from common-law backgrounds

Corporate Insolvency Law

The insolvency of a firm gives rise to a number of fascinating and complex questions. At what point should a firm that is distressed be entered into a formal insolvency procedure? Who should be responsible for the initiation of such a procedure? For whose benefit are such procedures conducted? To what extent should such procedures be geared towards the rescue of the firm or its business? What rights should those to whom the firm is indebted - the creditors - have over the conduct of the proceedings? How should the claims of those creditors to the firm’s assets be dealt with? And how should the managers of the distressed firm be dealt with, in and outside formal insolvency proceedings?

In the course, these questions are approached through the study of UK corporate insolvency law. Students embark on a close study of the formal procedures available in a domestic corporate insolvency, acquiring a detailed knowledge of the English company liquidation and administration procedures. Students also study two formal procedures (the scheme of arrangement, and the company voluntary arrangement) that facilitate agreements with creditors to postpone, reduce or otherwise compromise claims they have against the firm, and analyse the relationships between these procedures and more informal restructuring solutions. Although all of these procedures are analysed primarily with reference to domestic insolvencies, students also study the availability and operation of these procedures in cross-border insolvency cases, with particular reference to European law on this subject.

The course objectives do not, of course, end with acquiring a detailed understanding of the existing law. Students are expected to critically evaluate the legal rules that they study, with reference to the normative questions outlined above. In other words, they are expected to grapple with overarching questions about the purpose and scope of corporate insolvency laws in general, and to use this to analyse English law specifically. To assist in this exercise, students are provided with a wealth of literature - both theoretical and empirical - that engages directly with these overarching questions. There is a particular emphasis on the analysis of corporate insolvency law from a law and economics perspective, and students acquire a good grounding in the core literature in this field. Students are also provided with comparative law literature that illustrates differences in the design of corporate insolvency laws around the world, and evaluates which design choices best promote the fulfilment of the functions identified in the theoretical literature. Collectively this body of literature provides students with a toolkit that can be used to evaluate not only UK corporate insolvency law, but also the insolvency laws of any other jurisdiction around the world.

No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. M Jur students are very welcome, but they must be prepared to engage fully with the English law reading, including a significant number of cases.

The teaching group comprises Professor J Armour (on sabbatical in the coming year), Professor J Payne, Professor G Moss QC, Professor H Eidenmuller and Dr K van Zwieten. We are fortunate to have other academics and senior practitioners join us in various seminars. In the 2014-2015 academic year, this will include Mr Nick Segal (Freshfields) and Professor Charles W. Mooney Jr (U Penn Law School). The teaching is delivered through a combination of lectures, seminars and tutorials. Lectures and seminars are paired, with lectures providing an introduction to each seminar topic. Students read for the seminars in advance, and discussion is structured around a list of seminar questions. Tutorials are geared towards revision.

MJur

Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.

Corporate Insolvency Law

The insolvency of a firm gives rise to a number of fascinating and complex questions. At what point should a firm that is distressed be entered into a formal insolvency procedure? Who should be responsible for the initiation of such a procedure? For whose benefit are such procedures conducted? To what extent should such procedures be geared towards the rescue of the firm or its business? What rights should those to whom the firm is indebted - the creditors - have over the conduct of the proceedings? How should the claims of those creditors to the firm’s assets be dealt with? And how should the managers of the distressed firm be dealt with, in and outside formal insolvency proceedings?

In the course, these questions are approached through the study of UK corporate insolvency law. Students embark on a close study of the formal procedures available in a domestic corporate insolvency, acquiring a detailed knowledge of the English company liquidation and administration procedures. Students also study two formal procedures (the scheme of arrangement, and the company voluntary arrangement) that facilitate agreements with creditors to postpone, reduce or otherwise compromise claims they have against the firm, and analyse the relationships between these procedures and more informal restructuring solutions. Although all of these procedures are analysed primarily with reference to domestic insolvencies, students also study the availability and operation of these procedures in cross-border insolvency cases, with particular reference to European law on this subject.

The course objectives do not, of course, end with acquiring a detailed understanding of the existing law. Students are expected to critically evaluate the legal rules that they study, with reference to the normative questions outlined above. In other words, they are expected to grapple with overarching questions about the purpose and scope of corporate insolvency laws in general, and to use this to analyse English law specifically. To assist in this exercise, students are provided with a wealth of literature - both theoretical and empirical - that engages directly with these overarching questions. There is a particular emphasis on the analysis of corporate insolvency law from a law and economics perspective, and students acquire a good grounding in the core literature in this field. Students are also provided with comparative law literature that illustrates differences in the design of corporate insolvency laws around the world, and evaluates which design choices best promote the fulfilment of the functions identified in the theoretical literature. Collectively this body of literature provides students with a toolkit that can be used to evaluate not only UK corporate insolvency law, but also the insolvency laws of any other jurisdiction around the world.

No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. M Jur students are very welcome, but they must be prepared to engage fully with the English law reading, including a significant number of cases.

The teaching group comprises Professor J Armour (on sabbatical in the coming year), Professor J Payne, Professor G Moss QC, Professor H Eidenmuller and Dr K van Zwieten. We are fortunate to have other academics and senior practitioners join us in various seminars. In the 2014-2015 academic year, this will include Mr Nick Segal (Freshfields) and Professor Charles W. Mooney Jr (U Penn Law School). The teaching is delivered through a combination of lectures, seminars and tutorials. Lectures and seminars are paired, with lectures providing an introduction to each seminar topic. Students read for the seminars in advance, and discussion is structured around a list of seminar questions. Tutorials are geared towards revision.

MSc (Master's in Law and Finance)

Corporate Insolvency Law

The insolvency of a firm gives rise to a number of fascinating and complex questions. At what point should a firm that is distressed be entered into a formal insolvency procedure? Who should be responsible for the initiation of such a procedure? For whose benefit are such procedures conducted? To what extent should such procedures be geared towards the rescue of the firm or its business? What rights should those to whom the firm is indebted - the creditors - have over the conduct of the proceedings? How should the claims of those creditors to the firm’s assets be dealt with? And how should the managers of the distressed firm be dealt with, in and outside formal insolvency proceedings?

In the course, these questions are approached through the study of UK corporate insolvency law. Students embark on a close study of the formal procedures available in a domestic corporate insolvency, acquiring a detailed knowledge of the English company liquidation and administration procedures. Students also study two formal procedures (the scheme of arrangement, and the company voluntary arrangement) that facilitate agreements with creditors to postpone, reduce or otherwise compromise claims they have against the firm, and analyse the relationships between these procedures and more informal restructuring solutions. Although all of these procedures are analysed primarily with reference to domestic insolvencies, students also study the availability and operation of these procedures in cross-border insolvency cases, with particular reference to European law on this subject.

The course objectives do not, of course, end with acquiring a detailed understanding of the existing law. Students are expected to critically evaluate the legal rules that they study, with reference to the normative questions outlined above. In other words, they are expected to grapple with overarching questions about the purpose and scope of corporate insolvency laws in general, and to use this to analyse English law specifically. To assist in this exercise, students are provided with a wealth of literature - both theoretical and empirical - that engages directly with these overarching questions. There is a particular emphasis on the analysis of corporate insolvency law from a law and economics perspective, and students acquire a good grounding in the core literature in this field. Students are also provided with comparative law literature that illustrates differences in the design of corporate insolvency laws around the world, and evaluates which design choices best promote the fulfilment of the functions identified in the theoretical literature. Collectively this body of literature provides students with a toolkit that can be used to evaluate not only UK corporate insolvency law, but also the insolvency laws of any other jurisdiction around the world.

No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. M Jur students are very welcome, but they must be prepared to engage fully with the English law reading, including a significant number of cases.

The teaching group comprises Professor J Armour (on sabbatical in the coming year), Professor J Payne, Professor G Moss QC, Professor H Eidenmuller and Dr K van Zwieten. We are fortunate to have other academics and senior practitioners join us in various seminars. In the 2014-2015 academic year, this will include Mr Nick Segal (Freshfields) and Professor Charles W. Mooney Jr (U Penn Law School). The teaching is delivered through a combination of lectures, seminars and tutorials. Lectures and seminars are paired, with lectures providing an introduction to each seminar topic. Students read for the seminars in advance, and discussion is structured around a list of seminar questions. Tutorials are geared towards revision.


People

Corporate Insolvency Law teaching is organized by a Subject Group convened by:

Kristin van Zwieten: Clifford Chance Associate Professor of Law and Finance

in conjunction with:

John Armour: Hogan Lovells Professor of Law and Finance
Horst Eidenmüller: Visiting Professor
Stefan Enchelmaier: Professor of European and Comparative Law
Louise Gullifer: Professor of Commercial Law
Gabriel Moss, QC: Visiting Professor
Jennifer Payne: Professor of Corporate Finance Law
Wolf-Georg Ringe: Departmental Lecturer

Also working in this field, but not involved in its teaching programme:

Graduate students working in this field:

Stefanie Wilkins: DPhil Law student

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