Corporate Law — Overview
This theme contains four subjects, namely: Company Law, Comparative and European Corporate Law, Corporate Finance and Corporate Insolvency Law
Company Law
Publications
Showing five recent publications sorted by author, then title [change this]
Showing 5 of the most recent publications
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Show All 10 | 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, 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)
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.
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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.
The teaching group comprises Professor John Armour, Professor Paul Davies, Ms J Payne, Dr Wolf-Georg Ringe, Mr Roger Smith, and Dr John Vella . The teaching consists of lectures and seven tutorials in Michaelmas and Hilary terms. The tutorials will be arranged by the teaching group.
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Diploma in Legal Studies
A one-year sample of courses from our BA programmes, aimed only at students visiting from our partner universities.
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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.
The teaching group comprises Professor John Armour, Professor Paul Davies, Ms J Payne, Dr Wolf-Georg Ringe, Mr Roger Smith, and Dr John Vella . The teaching consists of lectures and seven tutorials in Michaelmas and Hilary terms. The tutorials will be arranged by the teaching group.
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Postgraduate
MJur
Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.
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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.
The teaching group comprises Professor John Armour, Professor Paul Davies, Ms J Payne, Dr Wolf-Georg Ringe, Mr Roger Smith, and Dr John Vella . The teaching consists of lectures and seven tutorials in Michaelmas and Hilary terms. The tutorials will be arranged by the teaching group.
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People
Company Law 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
Paul Davies: Allen & Overy Professor of Corporate Law
Roger Smith: CUF Lecturer
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:
Jose Mendoza: DPhil Law student
Dan Prentice: Emeritus Professor of Corporate Law
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Comparative and European Corporate Law
Publications
Showing five recent publications sorted by author, then title [change this]
Showing 5 of the most recent publications
Change to sort them by year | title | type OR
Show All 17 | 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 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
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
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Comparative and European Corporate Law (not offered in 2012-13)
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.
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MJur
Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.
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Comparative and European Corporate Law (not offered in 2012-13)
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.
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MSc (Master's in Law and Finance)
Comparative and European Corporate Law (not offered in 2012-13)
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.
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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:
Paul Davies: Allen & Overy Professor of Corporate Law
Jennifer Payne: Professor of Corporate Finance Law
Wolf-Georg Ringe: Departmental Lecturer
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Corporate Finance
Publications
Showing five recent publications sorted by author, then title [change this]
Showing 5 of the most recent publications
Change to sort them by year | title | type OR
Show All 17 | Selected publications
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
L Gullifer and Jennifer Payne, Corporate Finance Law : Principles and Policy (Hart Publishing 2011)
H Beale, M Bridge, L Gullifer and E Lomnicka, The Law of Security and Title Finance (2nd edn, Oxford University Press 2012)
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
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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.
The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne and Mr J Prassl. The teaching consists of lectures and seminars in Michaelmas and Hilary terms, and four tutorials spread across the year. The tutorials will be arranged in the seminars. Corporate finance practitioners will also give guest lectures throughout the year.
The main areas studied are: 1. Equity financing including the legal nature of shares, minimum capital requirements, payment for shares, raising additional capital, dividends, reductions of capital, financial assistance, gearing issues, and reform options in these areas. 2. Legal issues arising in relation to secured and unsecured debt, including analysis of contractual techniques for the protection of creditors such as covenants, set-off, guarantees and other credit protection. 3. Analysis of proprietary techniques for the protection of creditors, including the different forms of security, priority between different creditors, re-characterisation issues and the reform of this area of the law. 4. Legal issues arising from the transfer of debt, and from debt structures involving multiple lenders such as bond issues and syndicated loans. 5. Public distributions including choice of market issues, the role of institutional investors, the structure and regulation of public offers and listing, enforcement of the listing rules and civil liability for defective prospectuses. 6. The ongoing regulation of the capital markets including disclosure issues, insider dealing and market abuse. 7. Takeovers including the regulation of takeovers, the duties of the target board, equality of treatment of shareholders, the rationales for takeovers, and a comparison with schemes of arrangement. 8. The use of private equity in corporate finance. 9. The role of corporate governance in corporate finance.
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MJur
Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.
[less]
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.
The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne and Mr J Prassl. The teaching consists of lectures and seminars in Michaelmas and Hilary terms, and four tutorials spread across the year. The tutorials will be arranged in the seminars. Corporate finance practitioners will also give guest lectures throughout the year.
The main areas studied are: 1. Equity financing including the legal nature of shares, minimum capital requirements, payment for shares, raising additional capital, dividends, reductions of capital, financial assistance, gearing issues, and reform options in these areas. 2. Legal issues arising in relation to secured and unsecured debt, including analysis of contractual techniques for the protection of creditors such as covenants, set-off, guarantees and other credit protection. 3. Analysis of proprietary techniques for the protection of creditors, including the different forms of security, priority between different creditors, re-characterisation issues and the reform of this area of the law. 4. Legal issues arising from the transfer of debt, and from debt structures involving multiple lenders such as bond issues and syndicated loans. 5. Public distributions including choice of market issues, the role of institutional investors, the structure and regulation of public offers and listing, enforcement of the listing rules and civil liability for defective prospectuses. 6. The ongoing regulation of the capital markets including disclosure issues, insider dealing and market abuse. 7. Takeovers including the regulation of takeovers, the duties of the target board, equality of treatment of shareholders, the rationales for takeovers, and a comparison with schemes of arrangement. 8. The use of private equity in corporate finance. 9. The role of corporate governance in corporate finance.
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MSc (Master's in Law and Finance)
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.
The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne and Mr J Prassl. The teaching consists of lectures and seminars in Michaelmas and Hilary terms, and four tutorials spread across the year. The tutorials will be arranged in the seminars. Corporate finance practitioners will also give guest lectures throughout the year.
The main areas studied are: 1. Equity financing including the legal nature of shares, minimum capital requirements, payment for shares, raising additional capital, dividends, reductions of capital, financial assistance, gearing issues, and reform options in these areas. 2. Legal issues arising in relation to secured and unsecured debt, including analysis of contractual techniques for the protection of creditors such as covenants, set-off, guarantees and other credit protection. 3. Analysis of proprietary techniques for the protection of creditors, including the different forms of security, priority between different creditors, re-characterisation issues and the reform of this area of the law. 4. Legal issues arising from the transfer of debt, and from debt structures involving multiple lenders such as bond issues and syndicated loans. 5. Public distributions including choice of market issues, the role of institutional investors, the structure and regulation of public offers and listing, enforcement of the listing rules and civil liability for defective prospectuses. 6. The ongoing regulation of the capital markets including disclosure issues, insider dealing and market abuse. 7. Takeovers including the regulation of takeovers, the duties of the target board, equality of treatment of shareholders, the rationales for takeovers, and a comparison with schemes of arrangement. 8. The use of private equity in corporate finance. 9. The role of corporate governance in corporate finance.
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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
Paul Davies: Allen & Overy Professor of Corporate Law
Louise Gullifer: Professor of Commercial Law
Also working in this field, but not involved in its teaching programme:
Christopher Hare: CUF Lecturer
Doreen McBarnet: Professor of Socio-Legal Studies
John Vella: Senior Research Fellow at the Oxford University Centre for Business Taxation
Rafal Zakrzewski: Career Development Fellow
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Corporate Insolvency Law
Publications
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Showing 5 of the most recent publications
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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, '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.
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.
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
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Corporate insolvency gives rise to a number of fascinating and complex questions. Which assets can be claimed by the company’s creditors? What should be done with them? How should the proceeds raised be distributed amongst the creditors? How should those responsible for the company’s losses be dealt with? In addition, many interesting questions from other areas of law (particularly property law) come to be raised and explored in the context of insolvency. The course seeks to develop an understanding of the ways these issues are resolved by the current law. Students will also be expected to analyse and evaluate the law, and consideration will be paid to the business context in which insolvency disputes arise.
The course begins with an overview of the functions of insolvency procedures. It then examines, in the context of winding-up, the relationship between insolvency law and the general law of property and obligation, and the extent to which insolvency law interferes with rights accrued under the general law, and examines the rationality of the legal principles underlying the rules relating to the treatment of claims and the distribution of assets in winding up. The course then turns to consider procedures that are capable of securing the continuation of viable businesses, often referred to as “corporate rescue”. The most significant of these is the administration procedure, but administrative receivership, which it is gradually replacing, is also still of some practical importance. They raise interesting and complex questions about the allocation of decision-making power, and the mechanisms for ensuring the accountability of decision-makers. More informal procedures, in particular schemes of arrangement, are also considered. Company law also has a role to play in relation to insolvent companies, raising in particular such questions as the liability of a parent for the debts of its subsidiary and the responsibilities of directors under general law and under insolvency legislation. Lastly, the issues discussed throughout the course are considered in a comparative context, and the problem of cross-border insolvency, particularly in the context of the EC Regulation on Insolvency Proceedings, is examined.
No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. MJur students are welcome, especially if they have prior knowledge of corporate insolvency in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate. The teaching group comprises Professor J Armour, Professor L Gullifer, Professor J Payne, Professor G Moss and Professor H Eidenmueller. The teaching consists of a combination of lectures and seminars. Guest lectures by visiting academics and practitioners may also be given at various points. Revision tutorials will be arranged in the seminars.
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MJur
Our taught postgraduate programme, designed to serve outstanding law students from civil law backgrounds.
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Corporate insolvency gives rise to a number of fascinating and complex questions. Which assets can be claimed by the company’s creditors? What should be done with them? How should the proceeds raised be distributed amongst the creditors? How should those responsible for the company’s losses be dealt with? In addition, many interesting questions from other areas of law (particularly property law) come to be raised and explored in the context of insolvency. The course seeks to develop an understanding of the ways these issues are resolved by the current law. Students will also be expected to analyse and evaluate the law, and consideration will be paid to the business context in which insolvency disputes arise.
The course begins with an overview of the functions of insolvency procedures. It then examines, in the context of winding-up, the relationship between insolvency law and the general law of property and obligation, and the extent to which insolvency law interferes with rights accrued under the general law, and examines the rationality of the legal principles underlying the rules relating to the treatment of claims and the distribution of assets in winding up. The course then turns to consider procedures that are capable of securing the continuation of viable businesses, often referred to as “corporate rescue”. The most significant of these is the administration procedure, but administrative receivership, which it is gradually replacing, is also still of some practical importance. They raise interesting and complex questions about the allocation of decision-making power, and the mechanisms for ensuring the accountability of decision-makers. More informal procedures, in particular schemes of arrangement, are also considered. Company law also has a role to play in relation to insolvent companies, raising in particular such questions as the liability of a parent for the debts of its subsidiary and the responsibilities of directors under general law and under insolvency legislation. Lastly, the issues discussed throughout the course are considered in a comparative context, and the problem of cross-border insolvency, particularly in the context of the EC Regulation on Insolvency Proceedings, is examined.
No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. MJur students are welcome, especially if they have prior knowledge of corporate insolvency in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate. The teaching group comprises Professor J Armour, Professor L Gullifer, Professor J Payne, Professor G Moss and Professor H Eidenmueller. The teaching consists of a combination of lectures and seminars. Guest lectures by visiting academics and practitioners may also be given at various points. Revision tutorials will be arranged in the seminars.
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MSc (Master's in Law and Finance)
Corporate insolvency gives rise to a number of fascinating and complex questions. Which assets can be claimed by the company’s creditors? What should be done with them? How should the proceeds raised be distributed amongst the creditors? How should those responsible for the company’s losses be dealt with? In addition, many interesting questions from other areas of law (particularly property law) come to be raised and explored in the context of insolvency. The course seeks to develop an understanding of the ways these issues are resolved by the current law. Students will also be expected to analyse and evaluate the law, and consideration will be paid to the business context in which insolvency disputes arise.
The course begins with an overview of the functions of insolvency procedures. It then examines, in the context of winding-up, the relationship between insolvency law and the general law of property and obligation, and the extent to which insolvency law interferes with rights accrued under the general law, and examines the rationality of the legal principles underlying the rules relating to the treatment of claims and the distribution of assets in winding up. The course then turns to consider procedures that are capable of securing the continuation of viable businesses, often referred to as “corporate rescue”. The most significant of these is the administration procedure, but administrative receivership, which it is gradually replacing, is also still of some practical importance. They raise interesting and complex questions about the allocation of decision-making power, and the mechanisms for ensuring the accountability of decision-makers. More informal procedures, in particular schemes of arrangement, are also considered. Company law also has a role to play in relation to insolvent companies, raising in particular such questions as the liability of a parent for the debts of its subsidiary and the responsibilities of directors under general law and under insolvency legislation. Lastly, the issues discussed throughout the course are considered in a comparative context, and the problem of cross-border insolvency, particularly in the context of the EC Regulation on Insolvency Proceedings, is examined.
No prior knowledge of the subject is required, nor is it necessary to have studied company law, though this is of some advantage. MJur students are welcome, especially if they have prior knowledge of corporate insolvency in their own jurisdictions, but they must be prepared to engage with the case law and with UK statutes where appropriate. The teaching group comprises Professor J Armour, Professor L Gullifer, Professor J Payne, Professor G Moss and Professor H Eidenmueller. The teaching consists of a combination of lectures and seminars. Guest lectures by visiting academics and practitioners may also be given at various points. Revision tutorials will be arranged in the seminars.
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People
Corporate Insolvency Law teaching is organized by a Subject Group convened by:
Louise Gullifer: Professor of Commercial Law
in conjunction with:
John Armour: Hogan Lovells Professor of Law and Finance
Horst Eidenmüller: Visiting Professor
Gabriel Moss, QC: Visiting Professor
Jennifer Payne: Professor of Corporate Finance Law
Wolf-Georg Ringe: Departmental Lecturer
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