The aim of the Centre is to provide an environment for high quality research in all aspects of national, international, transnational, and comparative law, relating to commerce and finance, with scope for particular attention to be paid to emerging markets. The Centre supports interdisciplinary research in these fields, and seeks to provide an opportunity for interaction between academics, practitioners, and policy makers from around the world.  The Centre aims to nurture and encourage the researchers of the future in this important area of legal scholarship.

Dr Kristin van Zwieten is the director of the Centre.

The Commercial Law Centre welcomes visiting researchers, and has programmes for visiting academics and junior academics.  Further information about the visiting researcher programmes may be found here.

 

Publications

  • P Pichonnaz and L Gullifer, set-off in arbitration and commercial transactions (Oxford University Press 2014)
  • 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.
  • P Davies, 'The Transactional Scope of Takeover Law in Comparative Perspective' in Umakanth Varottil, Wai Yee Wan (ed), Comparative Takeover Regulation (Cambridge U P 2017)
    DOI: 10.1017/9781108163965
    The core activity regulated by takeover codes is the voluntary offer by a bidder addressed to all the shareholders of a target company (other than the bidder) to acquire their shares in order to give the bidder control of the company. Around this core transaction, however, takeover codes regulate a range of other transactions. This paper explores four such transactions. Two of them are offers by persons already in control of the company: first, where the offer is made by the controller voluntarily (the ‘consolidating’ offer) and, second, where the offer is required by regulation (the mandatory bid rule). The third transaction is where shares move into the hands of an acquirer, not by reason of a contract between acquirer and shareholders, but by reason of powers conferred by statute. The clearest examples are statutory merger provisions and schemes of arrangement. The fourth transaction is a control shift produced by contract between company and shareholders or investors without any contracting between acquirer and existing shareholders. The example examined in detail is the share buy-back. The purpose of the analysis is to determine the rationale for applying rules formulated for general, voluntary offers to acquire control to these peripheral transactions – either in full or in part. The focus of the analysis is on the UK Takeover Code and the variants of it which have been adopted in various Far East jurisdictions. To some extent the drafters of the UK Code faced the same problems as those in the other jurisdictions and the resulting rules have a high degree of commonality across the codes. However, the dominant shareholder structure of public companies in the other jurisdictions is very different from the dispersed UK pattern. The drafters of the non-UK codes have thus faced difficult issues about how to shape relations between controlling and non-controlling shareholders which the UK code is able to ignore or downplay. Some reference is also made to the law of Delaware, which, whilst not a Code jurisdiction, has an innovative approach to protection of minorities against controlling shareholders.
    ISBN: 978-1-107-19527
  • Louise Gullifer and J Payne (eds), Intermediation and Beyond (Hart Publishing 2019)
  • L Gullifer and R Goode, Goode and Gullifer on Legal Problems of Credit and Security (6th edn Thompson Reuters 2017)
    The first edition of this book contained a revised and expanded series of lectures delivered by Roy Goode at the Centre for Commercial Law Studies in 1982, and set out to explore a range of conceptual problems which arise from fixed and floating security. Since publication, the work has become a key text for students and practising lawyers alike and is regularly cited by courts and in legal literature. In this sixth edition, the third to be edited by Louise Gullifer, the framework of the previous editions has been retained and the book continues to be an exploration of the fundamental concepts of common law and equity as they affect typical secured transactions. The book has been comprehensively updated to take account of developments in case law and legislation, and includes new discussion of taking security over electronic assets, and the law relating to financial collateral. Professor Sir Roy Goode is Emeritus Professor of Law at Oxford University, Emeritus Fellow of St John’s College, Oxford, and the founder and first Honorary Director of the Oxford University Law Foundation. He is the author of a number of successful titles, including Commercial Law, Principles of Corporate Insolvency Law, and Consumer Credit Law and Practice and has lectured extensively around the world. Louise Gullifer is Professor of Commercial Law at Oxford University, and is Fellow and Tutor in Law at Harris Manchester College Oxford, as well as holding a visiting chair in International Commercial Law at Radboud University, Nijmegen. She is an associate member of 3 Verulam Buildings and a Bencher of Gray’s Inn. She is the co-author of a number of books, including The Law of Personal Property Security (with Hugh Beale, Michael Bridge and Eva Lomnicka), Corporate Finance Law; Principles and Policy (with Jennifer Payne) and The Law of Personal Property (with Michael Bridge, Gerard McMeel and Sarah Worthington).
  • P Davies, 'Related Party Transactions: UK Model' in L Enriques and T Troeger (eds), The Law and Finance of Related Party Transactions (Cambridge U P 2019)
    DOI: 10.1017/9781108554442
    Also available in an earlier version as an ECGI working paper: https://ecgi.global/working-paper/related-party-transactions-uk-model
    This 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.
    ISBN: 978-1-108-42928-3
  • P Davies, 'THE UK STEWARDSHIP CODE 2010-2020 From Saving the Company to Saving the Planet?' (2020) European Corporate Governance Institute
    The United Kingdom introduced a Stewardship Code in 2010, followed by a slightly revised iteration in 2012 (the “first version” of the SC). It was premised upon the corporate governance advantages of engagement between institutional investors and corporate boards and was designed to redress what were perceived to be the weaknesses in the model of the monitoring board as revealed during the financial crisis. In short, the institutions were to monitor the monitor. The first version was officially branded as ineffective in a government appointed reviews at the end of 2018. It was recommended that the first version should either be abandoned or revised so as to focus more on the results of engagement. Surprisingly, the Financial Reporting Council chose not only to revise the SC in the hope of making it effective within the engagement framework, but also to expand the Code’s concept of stewardship so as to embrace environmental, social and governance matters (including climate change). This “second version” came into effect at the beginning of 2020. The purpose of this paper is to assess the chances of the second version being more successful than the first. It begins by examining the most plausible reasons for the failure of the first version, by reference to the capacity and the incentives of institutional investors to discharge the engagement function which the first version cast upon them. It concludes that the incentives and capacities were weak. Turning to predictions for the second version, it concludes that, in relation to engagement as envisaged in the first version, the second version has not effectively addressed the causes of the weakness of the first version. However, in relation to ESG factors, especially climate change, there are reasons to expect a more positive impact from the second version, mainly because governmental policy has increased the reputational incentives for institutions to exercise stewardship in this area. These reputational incentives may also be supported by changes in investors’ preferences. Overall, the second version may turn out to operate along the same lines as other changes in society rather than as an isolated reform, as with the first version. However, this optimistic prediction is conditional upon the continuance of the governmental policy and social changes which support the second version of the SC.