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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

Publications

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Journal Articles

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

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

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.

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.

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.

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.

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.

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.


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
Paul Davies: Allen & Overy Professor of Corporate Law
Stefan Enchelmaier: Professor of European and Comparative Law
Jennifer Payne: Professor of Corporate Finance Law
Jeremias Prassl: Supernumerary Fellow in 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:

Elizabeth Howell: DPhil Law student
Petra Mahy: Research Fellow in Socio-Legal Studies
Natalie Mrockova: DPhil Law student
Dan Prentice: Emeritus Professor of Corporate Law

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Comparative and European Corporate Law

Publications

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Journal Articles

2011

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

Chapters

2010

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: http://dx.doi.org/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

Internet Publications

2010

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

Comparative and European 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 and European 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 and European 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:

Paul Davies: Allen & Overy Professor of Corporate Law
Jennifer Payne: Professor of Corporate Finance Law
Wolf-Georg Ringe: Departmental Lecturer

[top]


Corporate Finance

Publications

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Journal Articles

2012

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

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

2011

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

2009

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

Books

2011

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

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

Chapters

2010

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)

2009

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)

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.

The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne, Mr J Prassl and Mr R Salter. 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.

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.

The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne, Mr J Prassl and Mr R Salter. 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.

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.

The teaching group comprises Professor Paul Davies, Professor L Gullifer, Mr C Hare, Professor J Payne, Mr J Prassl and Mr R Salter. 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.


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
Jeremias Prassl: Supernumerary Fellow in Law
Richard Salter: Visiting Fellow

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

Christopher Hare: Travers Smith Associate Professor of Corporate and Commercial Law
Doreen McBarnet: Professor of Socio-Legal Studies
John Vella: Senior Research Fellow at the Oxford University Centre for Business Taxation

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Corporate Insolvency Law

Publications

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Journal Articles

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

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

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.

MJur

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

Corporate Insolvency Law

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.

MSc (Master's in Law and Finance)

Corporate Insolvency Law

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.


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

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