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Biography
Paul Davies is a Senior Research Fellow at Harris Manchester College, and a Fellow of the Commercial Law Centre at Harris Manchester College. He was the Allen & Overy Professor of Corporate Law from 2009 to 2014. He was educated at the Universities of Oxford (MA), London (LLM) and Yale (LLM). He was elected a Fellow of the British Academy in 2000, an honorary Queen's Counsel in 2006 and an honorary Bencher of Gray's Inn in 2007. He was a deputy chairman of the Central Arbitration Committee between 2001-2015. His first teaching job was as Lecturer in Law at the University of Warwick (1969-1973). Then he was elected Fellow and Tutor in Law at Balliol College Oxford and successively CUF Lecturer, Reader and Professor in the Faculty. Between 1998 and 2009 he was the Cassel Professor of Commercial Law at the London School of Economics and Political Science.
Publications
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P Davies, 'Investment Chains and Corporate Governance' in Louse Gullifer and Jenny Payne (eds), Intermediation and Beyond (Hart 2019) Long chains of intermediaries may constrain the right to vote. Information about the voting opportunity may not reach the persons at the end of the chain in time for them to formulate a considered view, and instructions about how those persons wish to vote may not reach the company in time for the vote to be counted (or, perhaps,at all). These problems will be exacerbated if, as is the case in the UK, the person at the end of the chain of intermediaries and who has the economic incentive to vote, is not treated by the relevant corporate law system as the shareholder for the purpose of the exercise of voting rights. So long as voting was regarded as a private matter, it was possible to take a sanguine view of these problems. Various workarounds were available and those at the end of intermediary chains could make use of them, to the extent that the benefi ts of voting were thought to outweigh the costs of the work-arounds. In the current era of shareholder ‘ engagement ’ , where shareholders, especially institutional ones, are under public pressure to vote and to vote thoughtfully, difficulties in actually voting are much less easy to ignore. This chapter explores the operation of the current voting system where there are chains of intermediaries and some possible reforms.ISBN: 9781509919901P Davies, 'Control Shifts via Share Acquisition Contracts with Shareholders ' in Jeffrey Gordon and Wolf-Georg Ringe (eds), Oxford Handbook on Corporate Law and Corporate Governance (OUP 2018) This chapter examines the regulatory issues and policy choices which arise when the contractual mechanism of a general offer to acquire shares is used to shift control of a company from its current location into the hands of an acquirer.ISBN: 978-0-19-874368-2P Davies, 'Damages Actions by Investors on the Back of Market Disclosure Requirements' in D Busch, E Avgouleas, G Ferrarini (ed), Capital Markets Union in Europe (Oxford University Press 2018) This chapter elaborates the principles upon which investors should be permitted to sue for damages in respect of market disclosure rules. Its starting point is that the EU instruments in this field, whether relating to prospectuses or continuing disclosures, have left this issue by and large to the Member States.The purpose of the piece is to design a framework for the construction of a common liability regime in the EU, whether that framework is implemented top-down by the EU legislature or bottom-up by the Member States themselves.ISBN: 978-0-19-88139-2P Davies and Klaus Hopt, 'Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability' (2018) Law Working Paper 413/2018 ECGI Starting from the well-evidenced fact that banks with shareholder-focussed corporate governance fared worse in the financial crisis than those without, this paper considers various initiatives and proposals to re-orient board rules in relation to banks. The paper considers three type change. First, increased influence over board composition and behaviour without granting new rights of board representation to any group of persons. In this section we look at influence for the general public interest in bank stability via an increased role for bank supervisors in the selection and monitoring of bank directors and significant bank executives, and at an increased role for long-term creditors, in particular bondholders. The former is partly already in place and for the latter we suggest ways in which changes could be made, mainly via contract. Second, we look at influence via board representation, mainly for creditors but also for the public interest. We are sceptical about the scale of the benefits such representation is likely to afford and point out some of the costs of these proposals. Finally, we look at enhanced liability, whether regulatory, criminal or civil. There are many proposals for change in this area, some very far-reaching. We doubt the benefits of enhanced criminal liability, but think that more enforcement effort, especially in the regulatory field, but also as to civil liability, would yield positive results.P Davies, 'Related Party Transactions: UK Model' (2018) ECGI DOI: https://dx.doi.org/10.2139/ssrn.3126996This paper analyses the regulation of related party transactions in the UK through two comparative lenses, one external, the other internal. The external comparison is between English law and the law on RPTs in the United States, especially in Delaware. The internal comparison is between the English corporate law applying to all companies and the additional rules applicable to companies quoted on the London Stock Exchange, both those with a premium listing on the Main Market and those traded on the Alternative Investment Market. The first external comparison highlights two features of the general regulation of RPTs in the UK. The first is the adherence of English law to the classical concept of a fiduciary and the second is reluctance to use assessment of the substantive fairness of the transaction as a test for the legality of the RPT and, in consequence, its reliance on wholly procedural controls. The first feature made it difficult for the general law to handle RPTs with shareholders, including directors in their capacity as shareholders. The second came into prominence when the private-ordering model which underlies UK company law led to the shift of the procedural controls from the shareholders to the board. For both problems, UK statute law developed some work-arounds, but without comprehensive revision of these underlying characteristics of the general law. The comparison with the rules for publicly traded companies shows how rules might develop when the starting point is a functional one. Substantial shareholders are as much subject to the constraints as directors and fairness opinions are routinely utilised. However, exchanges have become subject to much sharper regulatory competition than national legal systems. Rule-makers are cautious in their use of exchange rules to promote corporate governance objectives which go beyond what is internationally acceptable. As early as 1993 the London Stock Exchange seems to have pulled back from a widespread application of majority-of-the-minority shareholder approval for RPTs and this century it has wavered in its policies towards subjecting controlling shareholders to effective constraints on RPTs.R Kraakman, J Armour, P Davies and L Enriques and others, The Anatomy of Corporate Law, (3rd edn OUP 2017)
Research programmes
Research projects
Research Interests
Corporate governance, corporate finance, regulation of securities markets, regulation of banks, collective representation of employees
Options taught
Company Law, Comparative Corporate Law, Corporate Finance Law, Principles of Financial RegulationNews articles for Paul Davies QC (hon)
Joint Conference on Recoveries in the Vicinity of Insolvency
The Oxford Handbook of Corporate Law and Governance book launch and conference
Blog posts by Paul Davies QC (hon)
Enforcing the Takeover Panel’s Decisions: Panel v King [2018] CSIH 30
By Paul Davies QC (hon), Harris Manchester College
Oxford Business Law BlogEnforcing the Takeover Panel’s Decisions: Panel v King [2018] CSIH 30
By Paul Davies QC (hon), Harris Manchester College
Commercial Law CentreCorporate Governance Reform: UK Government Green Paper
By Paul Davies QC (hon), Harris Manchester College
Oxford Business Law BlogThe Transactional Scope of Takeover Law in Comparative Perspective
By Paul Davies QC (hon), Harris Manchester College
Oxford Business Law BlogThe Transactional Scope of Takeover Law in Comparative Perspective
By Paul Davies QC (hon), Harris Manchester College
Commercial Law CentreThe Fall and Rise of Debt in Bank Capital Structures
By Paul Davies QC (hon), Harris Manchester College
Commercial Law CentreBhullar v Bhullar – again!
By Paul Davies QC (hon), Harris Manchester College
Commercial Law CentreResearch projects