Contact

Address

Faculty of Law

St. Cross Building,
St. Cross Road
Oxford OX1 3UL

Biography

Jennifer Payne is Professor of Corporate Finance Law and a fellow and tutor at Merton College, Oxford. She joined the faculty in October 1998, as the Travers Smith lecturer in Corporate Finance Law.  She teaches courses on company law, corporate finance law, corporate insolvency law and principles of financial regulation.  She writes widely in the field of corporate law in leading journals and edited collections. Her recent publications include Principles of Financial Regulation (OUP, 2016) (with John Armour, Dan Awrey, Paul Davies, Luca Enriques, Jeff Gordon and Colin Mayer); The Oxford Handbook of Financial Regulation (OUP, 2015, with Niamh Moloney and Eilis Ferran); Corporate Finance Law: Principles and Policy (Hart Publishing, 2011, 2nd edition 2015, with Louise Gullifer); Schemes of Arrangement: Theory, Structure and Operation (CUP, 2014), Intermediated Securities: Legal Problems and Practical Issues (Hart, 2010) (with Louise Gullifer); and Rationality in Company Law: Essays in honour of DD Prentice (Hart, 2009) (with John Armour).  She is a contributor to Palmer's Company Law, a founder editor of the Journal of Corporate Law Studies and a founder editor of the Oxford Business Law Blog. She has been a Visiting Professor at a number of leading institutions internationally, including Melbourne Law School, the National University of Singapore and the University of Auckland.  Jennifer is currently a member of the European Security and Markets Authority (ESMA)’s Securities and Markets Stakeholders Group. She is also a member of the Consultative Working Group of ESMA's Corporate Finance Standing Committee. 

Publications

Displaying 1 - 40 of 40. Sorted by year, then title.
Filter by
  • J Payne, 'Contractual Aspects of Shareholders' Duties' in Hanne Birkmose (ed), Shareholders Duties (Kluwer Law International 2016)
  • J Armour , D Awrey, L Enriques and J Payne, Principles of Financial Regulation (OUP 2016)
  • J Payne, 'Corporate Attribution and the Lessons of Meridian' in P Davies and J Pila (eds), The Jurisprudence of Lord Hoffmann: A Festschrift for Leonard H Hoffmann (Hart Publishing 2015)
  • L Gullifer and J Payne, Corporate Finance Law: Principles and Policy (2nd edn Hart Publishing 2015)
    The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.
  • J Payne, 'Gatekeepers' in N Moloney, E Ferran, J Payne (ed), The Oxford Handbook of Financial Regulation (OUP 2015)
  • J Payne and Elizabeth Howell, 'The creation of a European Capital Market' in Panos Koutrakos and Jukka Snell (eds), Research Handbook on the Law of the EU's Internal Market (Edward Elgar 2015) (forthcoming)
  • Niamh Moloney, Eilis Ferran and J Payne (eds), The Oxford Handbook of Financial Regulation (Oxford University Press 2015)
  • J Payne, 'The Reform of Deposit Guarantee Schemes in Europe' (2015) ECFR 539
  • J Payne, 'UK Debt Restructuring Mechanisms: New Developments in Practice and Potential Law Reform' (2015) Annual Review of Insolvency Law (Canada)
  • J Payne, 'Debt Restructuring in English Law: Lessons from the US and the need for reform' (2014) LQR 282
    This paper assesses the debt restructuring mechanisms available to companies in English law, compares these mechanisms with the Chapter 11 procedure in the US, and makes some suggestions for reform of the English system in this context. Rehabilitating a company in financial difficulties will almost always be preferable to liquidation for companies and their creditors, at least where the company is merely financially distressed, i.e. it is cash flow insolvent but nevertheless economically viable, so that there is a business worth saving. Five debt restructuring mechanisms are available to companies in English law: workouts, Company Voluntary Arrangements (CVAs), schemes of arrangement, administration and, lastly, a recent innovation of practitioners has been to twin a scheme of arrangement with administration. None of these devices are ideal as debt restructuring tools, as explained in this paper. Lessons can be learned from the US Chapter 11 process, although a simple transplantation of this procedure into English law is not recommended, as there are also disadvantages to the US procedure. Instead it is suggested that the English scheme of arrangement be reformed to allow a cramdown of whole classes to take place, to attach a moratorium to this procedure and to enhance the valuation process where restructuring takes place. Making these changes would provide English law with a stronger and more effective debt restructuring procedure.
    ISBN: 0023-933X
  • J Payne, Schemes of Arrangement: Theory, Structure and Operation (Cambridge University Press 2014)
    Schemes of arrangement are an important and flexible mechanism, which can be used to reorganise a company’s capital. Schemes have undergone something of a renaissance over the last decade or so, particularly as a debt restructuring device in the aftermath of the global financial crisis when companies and their advisors have needed to develop effective tools for dealing with financial distress. Schemes have also become the mechanism of choice for recommended takeovers. This book examines the uses of both member and creditor schemes, and their advantages and disadvantages compared to the alternatives that are available, in order to understand their current popularity. This includes an analysis of cross-border schemes, which have become very common in recent years. This book performs a critical, contextual and comparative analysis of schemes and their uses, and puts forward reform proposals that are designed to ensure that schemes continue to develop as an indispensable tool for companies for the future.
  • J Payne, 'Cross-border schemes of arrangement and forum shopping' (2013) 14 European Business Organization Law Review 563
    DOI: 10.1017/S1566752912001309
    In recent years there has been a growth in the use of English schemes of arrangement by companies registered in other EU Member States. High profile recent examples include TeleColumbas GmbH, Rodenstock GmbH, and Primacom Holdings GmbH. In each case these companies were able to access the English scheme jurisdiction without shifting their seat or COMI to the UK. This paper investigates this phenomenon, considering the use of an English scheme of arrangement and why it might be regarded as valuable to these companies. The paper then tackles two issues. First, it assesses how these companies are able to access the English scheme jurisdiction, and, in particular, analyses the potential application of both the Insolvency Regulation and the Judgments Regulation in this regard. As part of this analysis the recognition and enforcement of English schemes of arrangement in other Member States is discussed. Second, it considers whether this use of English schemes gives rise to issues of forum shopping. This paper rejects the idea that forum shopping should be regarded as a concern in this context.
    ISBN: 1566-7529
  • J Payne, 'The Regulation of Short Selling and its reform in Europe' (2012) European Business Organization Law Review 413
    DOI: 10.1017/S1566752912000298
    The issue of whether and how to regulate short selling has been an issue that has vexed regulators for some time. While there are a number of potentially damaging consequences that are said to stem from short selling, there is also evidence that it can have beneficial effects on financial markets. In the wake of the collapse of Lehman Brothers in September 2008, and more particularly the falls in the prices of listed financial securities that followed, the regulation of short selling has come back onto the regulatory agenda with a vengeance. Various regulatory techniques, some temporary and some more permanent, have been adopted to deal with short selling. This paper explores those implemented in the US, the UK, Germany and France. The EU has also been developing its regulatory response and in February 2012 the final text of a regulation dealing with short selling was agreed. This paper considers the arguments for and against the regulation of short selling, and considers the EU’s short selling regulation in the light of these arguments. It is suggested that although the provisions of the EU’s regulation introducing disclosure to the regulator are broadly sensible, as are the provisions designed to foster a stricter settlement regime, other provisions are more problematic and have the potential to cause damage to European financial markets.
    ISBN: 1566-7529
  • J 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
  • L Gullifer and J Payne, Corporate Finance Law: Principles and Policy (Hart Publishing 2011)
    ISBN: 978-1-84946-004-0
  • J Payne, 'Minority Shareholders Protection in Takeovers: A UK perspective' (2011) 8 European Company and Financial Law Review 145
    ISBN: 1613-2548
  • 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)
    ISBN: 9781849460132
  • J Payne, 'Company Contracts and Director's Authority' [2010] Lloyd's Maritime and Commercial Law Quarterly 187 [Case Note]
  • J Payne and Louise Gullifer (eds), Intermediated Securities: Legal problems and practical issues (Hart Publishing 2010)
    Globally, there has been a shift from securities being held directly by an investor, to a situation in which many securities are held via an intermediary. The existence of one or more intermediaries between the investor and the issuer has a potentially significant impact on the rights of the investor, the role and obligations of the issuer, and on the position and responsibilities of the intermediary. However, different jurisdictions have dealt with the issues arising from intermediation in a variety of ways. In the UK, for example, the concept of a trust is used to explain the different rights and obligations which arise in this scenario, whereas in the US the issues have been addressed by legislation, in the form of UCC Article 8. This variety is problematic, given that it is possible for an investor to hold securities in a number of different jurisdictions. A new UNIDROIT Convention on the issue of Intermediated Securities, the Geneva Securities Convention 2009, aims to create a common framework for dealing with these issues. This collection of essays explores the issues that arise when securities are held via an intermediary, and in particular assesses the solutions put forward by the new Convention on this issue.
    ISBN: 978-1-84946-013-2
  • J Payne, 'The Role of European Regulation and Model Acts in Company Law' in Ulf Bernitz and Wolf-Georg Ringe (eds), European Company Law and Economic Protectionism (OUP 2010)
  • 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)
    ISBN: 9781841138060
  • J Payne and Geoffrey Morse and others, Palmer's Company Law Annotated Guide to the Companies Act 2006 (2nd edn Sweet & Maxwell 2009)
  • J Payne and J Armour (eds), Rationality in Company Law: Essays in Honour of DD Prentice (Hart publishing 2009)
  • J Payne, 'Legal capital and creditor protection in UK private companies' (2008) 5 European Company Law 220
  • J Payne and Geoffrey Morse and others, Palmer's Company Law Annotated Guide to the Companies Act 2006 (Sweet & Maxwell 2007)
    ISBN: 978-1-847-03001-6
  • J Payne, 'Recipient Liability for Unlawful Dividends' [2007] LMCLQ 7
  • J Payne, 'The Way Forward in European Securities Regulation; Regulatory competition or mandatory regulation?' in Steve Weatherill (ed), Better Regulation (Hart Publishing 2007)
  • J Payne and Prof D Prentice, 'Director's Fiduciary Duties' (2006) 122 LQR 558 [Case Note]
  • J Payne and Louise Gullifer, 'The characterization of fixed and floating charges' in J Getzler and J Payne (eds), Company Charges: Spectrum and Beyond (OUP 2006)
    ISBN: 0-19-929993-5
  • J Payne and Joshua Getzler (eds), Company Charges: Spectrum and Beyond (OUP 2006)
    ISBN: 0-19-929993-5
  • J Payne and Dan Prentice, 'Company contracts and vitiating factors: developments in the law on directors' authority' [2005] LMCLQ 447
  • J Payne, 'Company contracts and conundrums' (2004) European Company and Financial Law Review 235
    ISBN: 1613-2548
  • J Payne, 'Shareholders' Remedies Reassessed' (2004) 67 Modern Law Review 500 [Case Note]
  • J Payne and Prof D Prentice, 'The Corporate Opportunity Doctrine' (2004) 120 LQR 198 [Case Note]
    ISBN: 0023-933X
  • J Payne, 'Unjust enrichment, trusts and recipient liability for unlawful dividends' (2003) 119(Oct) Law Quarterly Review 583
    ISBN: 0023-933X
  • J Payne, 'Clean Hands in Derivative Actions' (2002) 61 (1) Cambridge Law Journal 76
    ISBN: 0008-1973
  • J Payne (ed), Takeovers in English and German Law (Hart publishing 2002)
    ISBN: 1-84113-340-X
  • J Payne, 'Consent' in P Birks and A Pretto (eds), Breach of Trust (Hart Publishing 2002)
    ISBN: 1-84113-174-1

News

Research programmes

Research Interests

Company Law, Corporate Finance, Corporate Insolvency, Financial Regulation

Options taught

Trusts, Company Law, Corporate Finance Law, Corporate Insolvency Law, Principles of Financial Regulation

Research projects