June 2012
UCL Laws hosts 4th international Adolf A. Berle Center Symposium
On 14 and 15 June, UCL's Faculty of Laws hosted the prestigious 4th international Symposium of the Adolf A. Berle, Jr. Center on Corporations, Law & Society, titled 'The Future of Financial / Securities Markets'.
The Center, based at the Seattle University School of Law, was established in 2009 in honour of former Columbia Law Professor Adolf A. Berle (1895-1971), and is warmly supported by members of the Berle family. Berle is one of the most famous intellectual figures in US legal history. He was a prominent US statesman and member of President Franklin D. Roosevelt's influential "Brain Trust", whose thinking inspired many of the country's New Deal reforms of the 1930s. Berle is arguably most famous for having co-authored (with Harvard economist Gardiner Means) the classic work The Modern Corporation and Private Property, which has strongly influenced teaching and scholarship on Anglo-American corporate law since its initial publication in 1932.
The UCL event, which was the first Berle Center symposium to be held outside of the United States, was co-organised by Dr Marc Moore (UCL Laws) and the Berle Center's Director, Professor Charles O' Kelley of the Seattle University School of Law. The symposium was supported by the Berle Center in conjunction with the UCL Centre for Commercial Law and UCL Faculty of Laws.
The symposium featured leading international thinkers from a variety of social-scientific disciplines. Speakers at the event included: Steven Schwarcz (Duke University), Emilios Avgouleas (University of Edinburgh), Cynthia Williams (University of Illinois), Claire Hill (University of Minnesota), Joanna Gray & David Bholat (Newcastle University), Adam Pritchard (University of Michigan), Merritt Fox (Columbia Law School), Wolf-Georg Ringe (University of Oxford), Margaret Blair (Vanderbilt University Law School), Ismail Erturk, Julie Froud, Michael Moran & Karel Williams (Manchester Business School), William Sjostrom (University of Arizona), Alan Dignam (Queen Mary, University of London), Justin O'Brien (University of New South Wales), William Bratton & Jill Fisch (University of Pennsylvania Law School), Paddy Ireland & Toni Williams (University of Kent), Ciaran O'Kelly & Sally Wheeler (Queen's University Belfast), Charlotte Villiers (University of Bristol), William Lazonick (University of Massachusetts Lowell), Lynn Stout (Cornell University Law School), Christopher Bruner & David Millon (Washington and Lee University School of Law), Blanaid Clarke (University College Dublin), David Westbrook (Buffalo Law School), Yuri Biondi (National Center for Scientific Research, France), Brett Christophers (Uppsala Universitet), David Webber (Boston University School of Law), and Anita Krug (University of Washington School of Law).
A collection of papers from the Symposium will be published in the fall 2012 edition of the Seattle University Law Review.
For more information:
Berle Centre
May 2012
Winners of the International Corporate Rescue (ICR) 2011 Awards for Excellence
We are pleased to announce that Deepa Parmar (a former UCL LLM student) has won the International Corporate Rescue (ICR) 2011 Award for Excellence for her paper entitled 'The Uncertainty Surrounding the Quistclose Trust'. Dimitrios Contraros (UCL LLB student) also won the Award for Excellence for his paper 'Changes in Regulations on Executive Remuneration in UK Banks Have Achieved Little in Remedying the Underlying Human Frailties that are Exacerbated by Variable Pay'. Many congratulations to both winners.
To read the ICR papers:
The Uncertainty Surrounding the Quistclose Trust – Part IThe Uncertainty Surrounding the Quistclose Trust – Part II
Changes in Regulations on Executive Remuneration in UK Banks Have Achieved Little – Part I
Changes in Regulations on Executive Remuneration in UK Banks Have Achieved Little - Part II
Apr 2012
John Lowry and Arad Reisberg Publish Fourth edition of Pettet Company Law
John Lowry and Arad Reisberg's 4th edition of Pettet's Company Law offers a sophisticated, comprehensive overview of company law doctrine coupled with thorough analysis of the context within which the black letter rules operate. This is the second edition of the book since the passing of Ben Pettet in 2005. As with the last edition, the book continues to carry forward the emphasis Ben placed on financial markets law and corporate finance not as mere bolt-on to company law as distinct subjects, but as an integral part of the whole.
The Companies Act 2006 is bedding-down and as is apparent from the increased length of the book, it is now generating its own body of jurisprudence. Further, since the last edition, the banking crisis has resulted in ever increasing initiatives for the reform of financial services, including capital markets, together with key reforms to the way in which UK companies are governed. Indeed, the subject of corporate governance, particularly the way in which directors are remunerated, is now roundly politicised and is routinely raised as a bone of contention during parliamentary debates. The chapter dealing with directors' duties has been enlarged There is an in-depth analysis of the new Corporate Governance and Stewardship Codes as well changes to the structure of financial services in the EU and the UK including the abolishment of the FSA. Moreover, a new chapter has been added which deals with credit rating agencies, the influence of which is keenly felt in the political economy.
For (excellent) reviews of previous editions, a table of contents and further details please see:
Pearson website
Arad Reisberg
John Lowry
Nov 2011
Dr Arad Reisberg contributes to Westminster report Transforming Capitalism from Within
Dr Arad Reisberg was invited to participate in and made contributions to the Palace of Westminster launch of the report Transforming Capitalism from Within (Rushworth & Schluter, 2011) held on 3 November 2011.
The event was sponsored by the Rt Hon. Stephen Timms MP and Jeremy Lefroy MP. This was in recognition of Dr Reisberg's help and support producing Transforming Capitalism from Within. University College London is also mentioned in the report foreword. Since 2007 Dr Reisberg has been acting as an Academic Advisor to a major Research Project entitled ‘The Relational Company: Exploring a New Business Vehicle as An Alternative Company Structure’, also commissioned by the Relationships Foundation.
For more information:
Transforming Capitalism From Within
Palace of Westminster launch event write-up
Oct 2011
Dr Arad Reisberg appointed Distinguished Visiting Scholar at Brooklyn Law School
Dr Arad Reisberg of UCL Laws has been appointed a Distinguished Visiting Scholar at Brooklyn Law School. During his one week visit to New York, Dr Reisberg presented a paper titled ‘Access to Justice or Justice Not Accessed: Is There a Case for Public Funding of Derivative Claims?’ and sat on a panel on shareholder Litigation as part of an international symposium ‘The influence (or non-influence) of the American model of litigation in other countries’, held on 21 October 2011.
He also taught a class on the course in advanced topics in corporate law and delivered a lunchtime seminar as part of the Dennis J. Block Center for the Study of International Business Law workshop series at Brooklyn Law School.
For more information:
Brooklyn Law Event Photo Gallery
Arad Reisberg
Sept 2011
Centre co-hosts international roundtable debate on shareholder rights
On Tuesday 20 September the UCL Centre for Commercial Law, in association with the US-based Institutional Investors Educational Foundation, held a lively and topical roundtable debate titled ‘The Future of European Shareholder Rights: Are the US and European Models on Governance and Securities Regulation and Litigation Converging?’
This special invite-only event, held at the London Marriott Hotel on Grosvenor Square, was attended by a diverse group of participants including leading legal professionals and academics from the US and UK, together with representatives of major UK and European institutional investors.
The session began with an expert panel discussion of the implications of the US Supreme Court’s recent landmark decision in Morrison v NAB concerning the ability of foreign investors to seek protection under US securities laws. The panel members were Geoffrey Jarvis (Grant & Eisenhofer), Andrew Onslow (3 Verulam Buildings), Alexander Reus (DRRT) and Daniel Summerfield (USS).
This was followed by a broader ‘open floor’ discussion of current comparative issues with respect to shareholder rights, chaired by the Centre for Commercial Law’s Deputy Director, Dr Marc Moore.
For more information:
Institutional Investors Education Foundation
May 2011
Faculty Members from UCL Laws speak at St Petersburg International Legal Forum
Two Faculty members from UCL Laws were amongst a select group of UK speakers at the first St. Petersburg International Legal Forum, held 19-20 May. Its purpose was to create "a unique platform for the discussion of today's most pressing legal issues, including the social and economic challenges currently facing countries worldwide." Russian President Medvedev addressed participants at the plenary session.
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Dr Arad Reisberg, Director of the Centre for Commercial Law and Vice Dean, Research at UCL Laws presented on the UK's Financial Services Compensation Scheme. The Rt. Hon. Professor Sir Robin Jacob, holder of the Sir Hugh Laddie Chair at UCL Laws, spoke on the rule of law. The forum provided a unique opportunity for Russian and foreign officials to engage in dialogue with international lawyers, judges and business representatives, with a view to the modernisation and reform of the Russian legal system. Lord Justice Jacob and Dr Reisberg also participated in a bilateral meeting to discuss key areas of legal cooperation between the UK and Russia, hosted by Russian Justice Minister Konovalov on 21 May. Images (l-r): Dr Arad Reisberg talking with the Indian Justice Minister; Sir Robin Jacob listens to proceedings.
For more information:
UK Embassy coverage
International Legal Forum photos
Book Launch for Corporate Finance Law in the UK and EU
To celebrate the publication of this major new title edited by Dan Prentice (Visiting Professor, UCL Laws) and Dr Arad Reisberg, the Centre held an event on 16 May 2011 at UCL Laws. The programme included a round table discussion on ‘The state of Corporate Finance: Challenges Ahead’. The panellists were Eilis Ferran (Cambridge), Niamh Moloney (LSE) and Arad Reisberg and it was chaired by Dan Prentice. The round table was followed by a wine and light refreshments reception.
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Speakers at the event
Guests enjoying the receptionFor more information:
Oxford University Press website
Mar 2011
Arad Reisberg speaks at France's Senate House (Palais du Luxembourg)
On 31 March, Dr Arad Reisberg, Vice Dean for Research and Director of the Centre for Commercial Law at UCL, spoke at a conference entitled: "Investors Class Action Issues in France: A Comparative View" held at the French Senate, Palais du Luxembourg, Paris. The conference was chaired by Jean-Jacques Hyest, President of France's Senate Judiciary Committee, with participating legal experts and academics from around the world. Dr Reisberg's talk was entitled: "The recent evolution of the English collective redress mechanism: Is the UK regime adapted to investors?"
For more information:
Dr Arad Reisberg
Feb 2011
Arad Reisberg publishes Corporate Finance Law in the UK and EU 
A major new title edited by Dan Prentice (Visiting Professor, UCL Laws) and Dr Arad Reisberg includes four chapters written by UCL Laws Faculty members Professor John Lowry, Iris H-Y Chiu, Dr Arad Reisberg and Professor Robert Stevens. The volume brings together contributions from over 18 international academic and practitioner experts (thus combining perspectives from practice, legal theory and doctrinal analysis) and presents a comprehensive examination of questions facing the current understanding and future application of corporate finance law, such as the optimal adaptation of regulation in highly dynamic settings and the scope for innovation in legal markets in light of the current debt crisis. The book includes a foreword by Lady Justice Mary Arden.
This book provides a comparative perspective of equity financing, debt financing, European law and policy, and practical research on how to improve and solve current problems related to corporate finance. It considers areas of corporate finance that are likely to be of key importance in the next few years, including regulatory reforms which are of present concern. It also addresses timely and important questions such as the impact of higher interest rates on capital market strategies and how directors should balance the demands for disclosure and transparency with the cost of compliance.
Links:
View the publishers website
Jan 2011
Read the paper here
Nov 2010
UCL Centre for Commercial Law hosts seminar on the Relational Business Charter
A successful evening seminar hosted jointly by the UCL Centre for Commercial Law and the Relationships Foundation on The Relational Business Charter: Towards reform of corporate structure and behaviour took place at UCL Laws, UCL on 10 Nov 2010.
Jonathan Rushworth, Dr Arad Reisberg, Dr Michael Schluter CBE and the Rt Hon Stephen Timms MP |
Dr Arad Reisberg, Director, UCL Centre for Commercial Law, chaired this seminar which included an Introduction (featured in an article in the Guardian: by the Rt Hon Stephen Timms MP, former Financial Secretary to the Treasury. He stressed the importance of relationships, in building a powerful cross-party consensus within the Coalition Government, emphasising the importance of socially responsible investment and the need for the creation of inovative responses. He warmly congratulated Michael Schluter, Jonathan Rushworth and their collaborators for their pioneering work on the Charter.
 Rt Hon Stephen Timms MP addresses the audience |
 Jonathan Rushworth, Dr Arad Reisberg (chair), Dr Michael Schluter (CBE) |
Presentations were delivered by Dr Michael Schluter CBE, economist and Chief Executive, Relationships Global and Jonathan Rushworth, recently retired partner with Slaughter & May. The speakers at explored the relationship issues which underline the company structure as a business entity. They outlined the principles and some detail of the relational business charter that rates companies in terms of their contribution to building social capital, their sustainability and the extent to which they run themselves as a community.
Dr Arad Reisberg, the Director of the UCL Centre for Commercial Law chaired the meeting. In light of Business Secretary Vince Cable's current consultation on ‘A long term focus for corporate Britain', Dr. Reisberg drew attention to the relevance of the Relational Business Charter as a means to promote long-term growth. He also highlighted how along the years the relational model underpinning the Charter had accurately identified the flaws of corporate structure and behaviour, making Michael Schluter way ahead of the game.
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The presentations were followed by Q&A session and a lively discussion with invited senior academics, fund mangers, practitioners, representatives of City institutions and charities and students. The evening ended with a wine and light refreshments reception. This seminar ties in with one of the major goals underlying the activities of UCL Centre for Commercial Law, namely, to bring together academics, practitioners, and industry participants to discuss topics of mutual interest and foster a productive dialogue.
UCL Centre for Commercial law:
The Relationships Foundation
Background on the Relational Business Charter
Oct 2010
UCL Centre for Commercial Law hosts Law & Finance Workshop
Faculty members and Research Students from Oxford, the LSE and UCL participated in the first 2010-11 meeting of the Law & Finance Workshop which took place at the Faculty of Laws, UCL. The Law & Finance Workshop (formerly Corporate & Financial Law Reading Group) is a joint initiative between UCL, Oxford and the LSE and is now in its fourth year. The objective is to provide a forum for discussion of common interests and work-in-progress presentations from Faculty members and research students whose work deals broadly with the intersection between law and finance. Two papers were discussed.
- The first by Georges Kratsas, (PhD student, Faculty of Laws, UCL)
‘The costs and benefits of regulating sovereign wealth funds’. - The second by Professor Mathias Siems (Professor in Law, University of East Anglia)
‘Private Enforcement of Directors’ Duties: Derivative Actions as a Global Phenomenon’.
The papers sparked a lively discussion which proved not only to be interesting and informative but also fun. The speakers found the discussion and feedback extremely useful for the development of their work.
Read more about:
The UCL Centre for Commercial Law
May 2010
Dr Arad Reisberg's interview with CEB TV and supporting media coverage of his keynote Address at Madrid Corporate Governance conference released
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Watch the TV interview here
A short article covering Dr Reisberg's speech has been published in the Directors magazine, here
The theme of the conference held on 13 April 2010 at San Pablo University, Madrid was ‘Corporate Governance and the Rights and Obligations of Minority Shareholders and Securities Issuers'. Dr Reisberg's Address was titled ‘Directors' Duties and Enforcement of Breaches of Duties through Private Litigation after Recent Reforms in the UK'.
Dr Arad Reisberg provided the Keynote Address in a one-day conference organised by the Chair of Financial Markets Law (CDMF) at San Pablo University, Madrid, supported by AEMEC (Spanish Association of Minority Shareholders of Quoted Companies) and the recently created Spanish Issuers Association (IBEX35), which gathers the 30 most important companies of the Spanish stock exchange.
Links
A recording of Dr Reisberg's address from the conference has been released and can be seen here
Read the short article covering Dr Reisberg's speech has been published in the Directors magazine
Read more about Dr Reisberg
The third in a series of seminars organised jointly by UCL Centre for Commercial Law and Slaughter And May addresses Corporate Governance challenges
The major goal of these joint seminars is to bring together academics, practitioners, and industry participants to discuss topics of mutual interest and foster a productive dialogue.
The third seminar was held at Slaughter And May offices and took place on Wednesday 12 May. The occasion brought together academics, practitioners, industry participants and students to discuss the topic of ‘Beyond the Crisis: Current Issues in Corporate Governance’. A brief presentation from each of the invited Panel of Experts was followed by Q&A session and a discussion between participants. The evening ended with a wine and light refreshments reception.
The Panel of Experts was chaired by Dr Arad Reisberg (Vice-Dean, UCL & Director, UCL Centre for Commercial Law) and included Daragh Fagan (Thomson Reuters), Nick Gould (Ince & Co), Professor John Lowry (Professor of Law at UCL and Vice-Dean), Dr Marc Moore (Lecturer in laws at UCL) and Richard Smith (Partner at Slaughter and May LLP).
Participants assessed current issues and challenges affecting the governance practices of listed UK companies in light of the Companies Act 2006 and more recent regulatory initiatives in the field. In particular, the Panel of experts discussed the inter-relationship between statutory, common law and "soft law" (e.g. the Combined Code) rules in establishing behavioural norms and expectations applicable to corporate directors and officers today. Some of the issues/questions explored include the following:
- What degree of firm and industry knowledge is required by a director today in order to satisfy the “reasonable skill” component of section 174? To what extent will this standard differ between: (a) executive and non-executive directors; and (b) financial and non-financial company directors?
- What are the limitations of D&O liability insurance coverage, and to what extent are these limitations addressed effectively by the potential availability of judicial liability relief under section 1157 of the CA 2006?
- Part 10 of the CA 2006 was designed to simplify the application of directors’ duties, especially concerning the approval procedures for directorial conflicts of interest and self-dealing transactions. To what extent have UK listed companies benefited from these measures, particularly in view of their continuing listing obligation to make public notification of related party transactions?
- What are the most pressing governance issues affecting private companies today, particularly those in the SME sector? To what extent are these problems adequately addressed by the existing regulatory machinery?
- Is there a need for formalised “business judgment” protection for directors’ decisions (along US lines) under UK company law?
Apr 2010
UCL Centre for Commercial Law hosts a 2-day International Round-Table on Corporate Finance
To assist in preparing a major new title Corporate Finance Law: UK and EU Perspectives to be published by OUP, edited by Dan Prentice and Arad Reisberg, the Centre organised an invitation only Round-Table to examine, from a comparative perspective, the various draft chapters. The title combines perspectives from practice, legal theory, and doctrinal analysis to present a comprehensive examination of the questions facing the current understanding and future application of corporate finance law. As such it also identifies the issues that are likely to take centre stage in the next decade or so (such as regulatory reforms which are of present concern). It brings together contributions from international leadings experts in this area.
Following the system used at A.N.U. by Professor Paul Finn, the papers were not delivered on the day. They were briefly introduced by persons other than their authors and the authors had a right of reply to the introduction before the discussion.
A number of commentators, all leading academics and practitioners, have been invited to lead the discussion at each session. Both the discussions and presentations were intellectually stimulating.
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The Round-Table took place on 28-29 April at UCL and kicked off with an afternoon session on Debt Financing which was co-chaired by Richard C Nolan ( Cambridge ; Erskine Chambers) and Dan Prentice (UCL; Oxford ; Erskine Chambers). six chapters were discussed as followed:
- Contractual Aspects of debt Financings (Ch. 9): Rob Stevens (UCL) introduced by Marcus Smith (Fountain Court)
- Forms of security; Assignment; recharacterisation; priority (Ch 10): Marcus Smith (Fountain Court) introduced by Look Chan Ho (Freshfields)
- Set off, netting and alternatives to security (Ch 11): Ian Annetts & Ed Murray ( Allen & Overy ) introduced by Andrew McKnight (Queen Mary)
- Policy issues and reform in debt finance (Ch 12): Andrew McKnight (Queen Mary) introduced by Ceri Bryant (Erskine Chambers)
- Practitioner's perspective: the Financial Collateral directive (Ch 13): Look Chan Ho (Freshfields) introduced by Rob Stevens (UCL)
- Corporate taxation and the particular benefits of debt and equity capital in this regard (Ch 14): John Vella (Oxford) introduced by Ian Annetts & Ed Murray ( Allen & Overy )
Commentary and discussion was provided by Louise Gullifer ( Oxford ), Richard C Nolan ( Cambridge ; Erskine Chambers) and Dan Prentice (UCL; Oxford ; Erskine Chambers).
The afternoon session was followed by a reception and the Roundtable Dinner generously sponsored by Orrick LLP. During the dinner a Keynote Address was delivered by the Rt Hon Lady Justice Arden DBE.
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The morning session on 29 April, co-chaired by John Armour ( Oxford ) and Rosalind Nicholson (4 Stone Buildings), focused on Equity Financing:
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- Financial assistance (Ch 1): John Lowry (UCL) introduced by Dan Prentice (UCL, Oxford, Erskine Chambers)
- Reduction of capital (Ch 3): David Kershaw (LSE) introduced by John Vella (Oxford)
- Schemes of Arrangement (Ch 4): Ceri Bryant (Erskine Chambers) introduced by David Kershaw (LSE)
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The afternoon's session theme was European law and policy and was chaired by Niamh Moloney (LSE). It also included commentary by Joe McCahery (Amsterdam University),Jenny Payne (Oxford) and Jesper Lau Hansen (Copenhagen University):
- The EU Financial Services Action Plan and its impact on corporate finance (Ch 15): Harry McVea (Bristol) introduced by Joe McCahery (Amsterdam University, the Netherlands)
- The impact of increased corporate mobility on corporate lawmaking in the EU and on corporate finance issues (Ch16): Joe McCahery (Amsterdam University, the Netherlands) introduced by Wolf-Georg Ringe (Oxford)
- Issuer Choice in Europe; Regulatory competition in financial markets (Ch 17): Michel Tison (Gent University, Belgium) introduced by Pierre Schammo (Manchester University)
- Is Volkswager the new Centros? Free movement of capital's impact on company law (Ch 18): Wolf-Georg Ringe (Oxford) introduced by Alexander Schall (Hamburg University, Germany)
- Equivalence-based regulation and EU prospectus law: a shadow regime? (Ch 19): Pierre Schammo (Manchester University) introduced by Heribert Hirte (Hamburg University, Germany)
- Legal Capital and the EC-Treaty (Ch 20): Heribert Hirte and Alexander Schall (Hamburg University, Germany) introduced by Michel Tison (Gent University, Belgium)
The Final session dealt with Capital Markets Finance and was chaired by Eilis Ferran (Cambridge):
A farewell drinks reception closed the round-table. |
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Dr Arad Reisberg provided the Keynote Address at Madrid ‘Corporate Governance and the Rights and Obligations of Minority Shareholders and Securities Issuers' conference.
Dr Arad Reisberg provided the Keynote Address in a one-day conference organised by the Chair of Financial Markets Law (CDMF) at San Pablo University, Madrid, supported by AEMEC (Spanish Association of Minority Shareholders of Quoted Companies) and the recently created Spanish Issuers Association (IBEX35), which gathers the 30 most important companies of the Spanish stock exchange.
The theme of the conference held on 13 April 2010 at San Pablo University, Madrid was ‘Corporate Governance and the Rights and Obligations of Minority Shareholders and Securities Issuers'. Dr Reisberg's Address was titled ‘Directors' Duties and Enforcement of Breaches of Duties through Private Litigation after Recent Reforms in the UK'.
A short article covering Dr Reisberg's speech will appear shortly in La revista Consejeros
A recording of Dr Reisberg's speech can be seen here
Read more about Dr Reisberg
Mar 2010
Dr Arad Reisberg, Director of UCL Centre for Commercial Law, was invited to address an international conference on ‘New Perspectives of Legal Education in Europe’ organised by the German Rectors´ Conference together with the Stifterverband für die Deutsche Wissenschaft and the German Academic Exchange Service (DAAD) in Berlin (Germany) on 18-19 March 2010.
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On 18 March 2010 Dr. Reisberg delivered a paper titled ‘How to enhance research competences? A UK Perspective from UCL’. Dr. Reisberg also chaired the winning team in a Debate: "The Bologna process is the opportunity for the overdue modernization of Legal Education" which took place on 19 March 2010.
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| View slides of the Berlin conference here http://www.hrk.de/de/tagungsbilder/Jura_Konferenz_2010/index.html |
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Dr Arad Reisberg delivers lecture on Corporate Law in the UK after Recent Reforms: The Good, the Bad and the Ugly
On 4 March 2010, Dr Arad Reisberg, Director of the Centre for Commercial Law, delivered a Current Legal Problems (CLP) lecture on ‘Corporate Law in the UK after Recent Reforms: The Good, the Bad and the Ugly' to a packed lecture theatre.
In his lecture Arad examined the The UK's Companies Act 2006 arguing that it is complex in a way that makes even an airplane look simple. It is the most all-encompassing piece of corporate legalisation that has ever come out of Parliament. It contains 47 Parts with 1,300 sections and is followed by 16 Schedules. There are also over 70 statutory instruments made under the 2006 Act. It represents the first attempt since the 1850s (arguably, ever) comprehensively to re-examine and modernise substantially the whole of the existing UK legislation and significant parts of the case law on commercial companies. However, Arad argued that w hat is good in the Act is trivial, minimal and, in parts, quite bad; what is bad is very bad (for business) and quite ugly too; and that the ugly truth is that reform has (1) failed to meet the four key objectives that were to be delivered by the Act; (2) made very little difference for SMEs (Act not ‘fit for purpose'); and (3) failed to focus on the real important challenges ahead. After offering a post-mortem on what went wrong, Arad proposed a number of lessons for the future.The lecture will be published in a written form as part of the CLP lectures series by Oxford University Press in early 2011.
UCL Laws students contribute response to major UK corporate governance consultation
Students from the LLM course Corporate Governance in the UK and US have contributed a response to the Financial Reporting Council December 2009 consultation on reform of the UK Corporate Governance Code.
The submission has now been published by the FRC, alongside other responses to the consultation, at:
www.frc.org.uk/corporate/2009DecConsultationamendments.cfm
See the UCL Law Students' submission as a PDF: University College London (corporate governance graduate students)
The response was co-written by Steven Slade, Folake Fawehinmi, Nikoletta Kleftouri, Glenn Donnelly, Joe Segilia, Chrispas Nyombi, Ying Xu, Folajimi Alli-Balogun, Giedre Berberausaite, and Marc Moore. The FRC is due to publish its revised version of the Code (taking into account the responses received) in May, with the revised Code due to come into effect for company financial year beginning on or after 1 June 2010.
Links:
UCL LLM course in Corporate Governance in the UK and US
Mar 2010
The Increasing Role of Gatekeepers in Modern Markets: Rating Agency and Trusted Third Parties in the Electronic Environment
UCL Centre for Commercial Law hosted on Wednesday 3 February 2010, 6pm a talk by Dr. Teresa Rodríguez de las Heras Ballell, and Dr. Manuel Alba Fernandez, both, Interim Associate Professors of Commercial Law at Carlos III University of Madrid, Spain. The guest speakers discussed the topic ' The Increasing Role of Gatekeepers in Modern Markets: Rating Agencies and Trusted Third Parties in the Electronic Environment'. The talk was chaired by Dr. Arad Reisberg, and was followed by a stimulating discussion with participants at the seminar.
For more information:
Seminar slides [pdf]
November 2009
The second in a series of seminars organised jointly by the UCL Centre for Commercial Law and Slaughter And May addresses corporate finance challenges
The major goal of these joint seminars is to bridge the gap between academic corporate lawyers and practitioners including industry participants so as to foster constructive dialogue on key topics of mutual interest.
The second seminar was held at the offices of Slaughter And May and took place on Thursday 26 November 2009. The occasion brought together academics, practitioners, industry participants and students to discuss the subject of ‘Private Companies and Corporate Finance under Companies Act 2006: What lies ahead?’. A brief presentation from each of the invited Panel of Experts was followed by Q&A session and a discussion between participants. The evening ended with a wine and light refreshments reception.
The Panel of Experts was chaired by Professor John Lowry, Professor of Commercial Law and Vice-Dean in the Faculty of Laws and included Professor Dan Prentice (Oxford, UCL and Erskine Chambers), John Cone (Head of Erskine Chambers) and Peter Brien (Slaughter And May).
The seminar focused on the effect of the Companies Act 2006 on private companies and whether there will be any impact on corporate finance activities. In particular, the Panel discussed the abolition of the prohibition on private companies giving financial assistance for the acquisition of their own shares and the new procedure for reducing share capital of private companies. Comparisons between the new capital reduction route and other existing mechanisms for reducing capital were also explored.
Details of the third seminar, which will take place in 2010, will be available shortly.
Left to right: John Cone, John Lowry, Dan Prentice, Peter Brien
The Audience
The reception
UCL Centre for Commercial Law co-organised a roundtable conference at Macfarlanes on corporate governance and executive pay
On Wednesday 25 November the UCL Centre for Commercial Law, in association with the University of Bristol and Macfarlanes LLP, held a roundtable conference at Macfarlanes on the topic 'Executive Remuneration and Board Responsibilities: A New Paradigm?'
The purpose of the event was to bring together academics, solicitors and other professionals involved in corporate governance to evaluate the impact and significance of current regulatory and behavioural developments in the field. The day's discussion was split into 4 sessions.
The first session of the day, chaired by Dr Marc Moore from UCL, dealt with the design of effective executive pay structures and featured stimulating presentations by Michael McKee from DLA Piper and Cliff Weight from MM & K / Independent Remunerations Solutions. The days second session on the responsibilities of institutional shareholders was chaired by Dr Arad Reisberg, Director of the UCL Centre for Commercial Law, and contained original and thought-provoking papers by Professor Charlotte Villiers from the University of Bristol and Dr David Kershaw from the London School of Economics.
The afternoons sessions dealt respectively with board structures and the Combined Code, and also the significance of corporate governance within the wider context of global financial capitalism. The session on board structures was presided over by Professor Benda Hannigan from the University of Southampton, and featured academic analyses by Professor Roman Tomasic of the University Durham, and Dr Marc Moore from UCL, on the legal implications of recent corporate failures arising from the financial crisis.
The days final session comprised a fascinating set of papers by Professor Paddy Ireland (Unversity of Kent), Professor Alan Dignam (Queen Mary, University of London) and Jonathan Rushworth (The Relationship Foundations) exploring the various moral and politico-economic issues which corporate governance poses within todays financialized business climate.
Discussants at the event were:
John Hornby, Macfarlanes ; Robert Collard, Macfarlanes; Charles Martin, Macfarlanes; Hayley Robinson, Macfarlanes; Cliff Weight, MM & K / Independent Remuneration Solutions; Julian Hemming, Osborne Clarke; Karen Cooper, Osborne Clarke; Natalie Smith, Osborne Clarke; Michael McKee, DLA Piper; Michelle Monteleone, DLA Piper; Jonathan Rushworth, The Relationships Foundations; Nick Gould, Ince & Co; Paddy Ireland, University of Kent; David Jackson, BP; Charlotte Villiers, University of Bristol; John Lowry, University College London; Arad Reisberg, University College London; Marc Moore, University College London; Rachel Pitfield, University College London; Connie Sundh, University College London; Sahar Vahidi, University College London; Joseph Segilia, University College London; Yashodhan Zaveri, University College London; Brenda Hannigan, University of Southampton; Yakav Lichner, King’s College London/ University College London; Alan Dignam, Queen Mary, University of London; Georgina Tasgka, Queen Mary, University of London; Roman Tomasic, University of Durham; David Kershaw, London School of Economics; David Carbrelli, University of Edinburgh; Bill Davies, University of Hertfordshire; Chizu Nakajima, Cass Business School, City University London
A symposium of papers from the conference are due to be published in a forthcoming edition of The Journal of Corporate Law Studies.
October 2009
UCL’s Commercial Law Centre hosts the Corporate & Financial Law Reading Group
Faculty members and Research Students from Oxford, the LSE and UCL participated in the first 2009-10 meeting of the Corporate & Financial Law Reading Group which took place at the Faculty of Laws, UCL on 29 October.
The Corporate & Financial Law Reading Group is a joint initiative between UCL, Oxford and the LSE and is now in its third year. The
objective is to provide a forum for discussion of common interests and work-in-progress presentations from Faculty members and research students working in the fields of corporate and financial law.
Three papers were discussed.
- The first by Marc Moore, (Faculty of Laws, UCL)
‘A pioneer for the wrong reasons: Re-assessing Adolf Berle’s contribution to corporate governance thinking’. - The second by Kate Leivesley (Phd student, Faculty of Laws, UCL)
‘Financial assistance and economic efficiency: justifying further reform’. - The third paper was delivered by Javier Tapia (Phd student, Faculty of Laws, UCL)
’The weakest link: debt models, managerial incentives and price-cap regulation’
The papers sparked a lively discussion which proved not only to be interesting and informative but also fun. The speakers found the
discussion and feedback extremely useful for the development of their work.
UCL Centre for Commercial Law hosted a well-attended public seminar on reform of corporate governance in the banking industry
The UCL Centre for Commercial Law, in association with the journal International Corporate Rescue, hosted a public seminar on Friday 16 October to preface the November publication of Sir David Walker's final recommendations on reform of corporate governance practices in the UK banking industry.
The event, titled 'Company Law, Corporate Governance and the Banking Crisis' was attended by a wide range of interested persons from both academia and the professions. The seminar opened with a welcome address by Dr Arad Reisberg, Director of the Centre for Commercial Law, Vice Dean and a Reader in Corporate and Financial Law. The discussion was chaired by UCL Laws academic Dr Marc Moore and featured a keynote address by Edward Walker-Arnott, an Honorary Visiting Professor in the Faculty of Laws and former senior partner of Herbert Smith. Other expert speakers on the panel were Dr Roger Barker, Head of Corporate Governance at the Institute of Directors, and Mr Cliff Weight, co-founder of the executive pay consultancy Independent Remuneration Solutions (now part of MM&K). The seminar also featured comments from UCL experts Professor Philip Rawlings and Dr Iris Chiu, and a closing address by John Lowry, Professor of Law and Vice-Dean in the Faculty of Laws.
The speakers addressed the key corporate governance issues exposed by the banking crisis and advanced proposals for future regulatory developments in this area. Some of the issues explored included
- the effectiveness of directors' individual and collective duties as a constraint on irresponsible levels of risk-taking;
- the role of performance remuneration design in both creating and mitigating incentives for excessive risk-taking;
- the effectiveness of civil and administrative sanctions available in respect of breach of directors' individual responsibilities;
- how the principles of corporate governance bear on the discharge of collective responsibility; and
- the main features of the banking collapses - as they appear from published material - which suggest a need for official investigation.
These issues sparked a lively Q&A session from the audience. The papers from the seminar will be published together in a special edition of International Corporate Rescue at the beginning of 2010.
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 The Audience, including Prof. Sarah Worthington of the LSE (far left), Professor John Lowry (UCL) and Dr Arad Reisberg (far right). |
 Animated discussions between Mark Fennessy (International Corporate Rescue) with Arad Reisberg and Marc Moore |
August 2009
A recent undergraduate research essay published in the international Corporate Rescue
Grace Chong, who graduates this summer, had her final year research essay, supervised by Dr. Arad Reisberg, entitled ‘The Milgram Universe of Credit Derivatives: A Regulatory Proposal' published in the (2009) 6 international Corporate Rescue volumes 4 and 5.
This article is part of a two-part series intended to introduce a version of Milgram's theory to synthesise and develop the issues surrounding the credit derivatives market in Europe . The first part of this series utilises a regulatory/psychology lens to examine the structure and characteristics of the credit derivative markets, and begins outlining a framework according to Milgram's theory to understand and analyse these markets. The leading experiment on obedience, the Milgram experiment, was originally devised by Stanley Milgram to test the willingness of subjects to comply with acts against their conscience under the instruction of authority. However, his later findings, and further research by other academics have expanded the scope of his previous conception of ‘authority' to hospital studies, aviation, and business contexts. No research has yet been conducted as to the relation between Milgram's theory and the financial markets. This is to be regretted, for it is suggested in the course of this article, that there are strong parallels.
International Corporate Rescue is the bi-monthly journal from Chase Cambria Publishing published in association with University College London (UCL), Centre for Commercial Law, and sponsored by 3-4 South Square barristers' chambers.
To read the article: http://www.chasecambria.com
To view
Grace Chong's 'The Milgram Universe of Credit Derivatives' Click here:
May 2009
Book launch for the third edition of Pettet’s ‘Company Law’
To celebrate the enduring legacy of the late Professor Ben Pettet’s corporate law scholarship, John Lowry and Arad Reisberg thoroughly revised his text to take account of the fundamental changes to the law introduced by the Companies Act 2006 and by the constant stream of case law generated by the subject.
More than sixty guests attended the event held at UCL Faculty of laws during which the authors presented Lady Justice Arden, Distinguished Judicial Visitor at UCL, and Professor Dan Prentice of UCL, Oxford and Erskine Chambers, with copies of the text.
Images: Professor John Lowry with Dame Mary Arden DBE and Dr Arad Reisberg
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Professor Dame Hazel Genn DBE QC, Professor Jeffrey Jowell QC, and Dame Mary Arden DBE |
Professor John Lowry, Professor Dan Prentice, and Dr Arad Reisberg |
The Ben Pettet Memorial Prize for Outstanding Legal Scholarship in Corporate and Financial Law
To coincide with the publication of Pettet's third edition, the Centre is pleased to announce a major new prize to be called 'The Ben Pettet Memorial Prize for Outstanding Legal Scholarship in Corporate and Financial Law'.
In a concentrated effort to build a strong and viable scholarly environment, the purpose of this competition, which is going to take place once every two years, is to encourage PhD students from all over the world to share their thoughts, by putting their ideas to the test in a highly specialised environment in the field of Corporate law and Financial Law Regulation.
The winner of the prize will be awarded a prize of £500. The winning paper will also be published in one of the Faculty's/Centre's publications (SSRN etc.)
John Lowry, Professor of Law and Vice Dean was the invited as a discussant at the seminar, held at Cambridge University on 8 May 2009
John Lowry, Professor of Law and Vice Dean was invited as a discussant at the seminar, held at Cambridge University on 8 May 2009, jointly organised by the University of Sydney and Vanderbilt University, to examine the vexed question of "International Executive Remuneration",.
The speakers presented papers on a range of current topics relating to executive pay, including European proposals to address remuneration problems; a comparison of US and Australian executive contracts; termination of CEO contracts; and the design of executive pay, including the role of compensation consultants.
February 2009
Dr Arad Reisberg, Director of UCL Centre for Commercial Law was invited to address the Annual General Meeting of the European Law Faculties Association (E.L.F.A.) which took place in Fribourg ( Switzerland ) on 13 and 14 February 2009.
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The main topic of the meeting was the Convergence of Legal Education and Doctoral Studies in Europe and Dr. Reisberg delivered a speech entitled ‘PhD in England: An Account of the experience at UCL'. Other speakers included Dr. Mauro Dell'Ambrogio, State Secretary for Education and Research SER, Switzerland . A reception was hosted by the Government of the Canton of Fribourg and by the City Council State of Fribourg.
View Video of the Fribourg Conference Here
December 2009
The Centre organised a new Seminar Series 2008/09 hosted jointly with Slaughter And May on: ‘The Companies Act 2006: How will the 2006 Act affect directors and shareholders?'
The goal was to bring together academics, practitioners, and industry participants to discuss topics of mutual interest and foster a productive dialogue. The seminars :
- included a number of sessions each focusing on a different aspect of the overall theme of 'How the 2006 Act will affect directors and shareholders';
- featured a top-level panel of expert discussions (involving academics, private practice, in-house and the government)
- considered in-depth the provisions in force to date as well as those being implemented; and
- took a look ahead to the challenges which may arise from final implementation of the Act in October 2009
The first seminar took place at the Faculty of Laws, UCL on 10 December 2008. The occasion brought together judges, academics, practitioners, industry participants and students to discuss the linkage between the s.172 CA 2006 principal duty borne by directors to promote the success of the company and the Business Review requirement'.
The Panel of Experts was chaired by Professor Dan Prentice (Oxford, UCL and Erskine Chambers) and included Professor John Lowry (UCL), Professor Maria Lee (UCL ), Craig Cleaver (Slaughter & May), Ian Havercroft (UCL) and Dr. Arad Reisberg (UCL).
A brief presentation from each of the panel members was followed by Q&A session and a lively discussion between participants including Lady Justice Arden who made active contributions to the debate. The evening ended with a wine and light refreshments reception.Some of the feedback received from participants:
“..wanted to let you know ay how much we enjoyed (a word I never thought I would use in respect of an academic evening!), last night's seminar. We found it extremely useful and it has certainly given me some further ideas to think about in connection with the areas discussed. “
“…may I thank you and your colleagues again for an excellent seminar last night….last night's discussion has certainly added a dimension or two to my thinking.”
“Thanks again for an interesting discussion on what I think is a fascinating subject.”
October 2008
UCL’s Commercial Law Centre hosts the first meeting in this academic year of the Corporate & Financial Law Reading Group on 30 October 2008
Some 30 participants (both Faculty members and Research Students) from Oxford, the LSE and UCL participated in the first meeting in this academic year of the Corporate & Financial Law Reading Group at the Faculty of Laws, UCL on 30 October.
The Corporate & Financial Law Reading Group is a joint initiative between UCL, Oxford and the LSE and is now in its second year. The objective is to provide a forum for discussion of common interests and work-in-progress presentations from Faculty members and research students working in the fields of corporate and financial law.
Two papers were discussed. The first by Ian Havercroft and Arad Reisberg (Faculty of Laws, UCL) entitled ‘Directors’ duties under Companies Act 2006 and the impact of the company's operations on the environment’. The second by Kate Leivesley (Phd student, Faculty of Laws, UCL) on ‘Corporate Finance after the CA 2006’. Both papers sparked a lively discussion which proved not only to be interesting and informative but also fun.
Guest Speakers Seminars 2008-2009
UCL Centre for Commercial Law organises various events in support of its activities and objectives, including inter-departmental seminars, a series of Guest Speakers Seminars and conferences.
UCL Centre for Commercial Law is delighted to announce the Guest Speakers Seminars 2008-2009. Further details of the Guest Speakers Seminars are available in the events section of this site.
September 2008
UCL Centre for Commercial Law is pleased to announce a new Seminar Series 2008/09 to be hosted jointly with Slaughter And May, regarded as one of the most prestigious law firms in the City on:
‘The Companies Act 2006: How will the 2006 Act affect directors and shareholders?’
The goal is to bring together academics, practitioners, and industry participants to discuss topics of mutual interest and foster a productive dialogue. These seminars will:
- include a number of sessions each focusing on a different aspect of the overall theme of 'How the 2006 Act will affect directors and shareholders';
- Seminar will take place at either UCL Faculty of Laws or at the offices of Slaughter and May
- feature top-level panel of experts discussions (involving academics, private practice, in-house and the government)
- consider in-depth the provisions in force to date as well as those being implemented; and
- take a look ahead at the challenges which may arise from final implementation of the Act in October 2009
Further details of this event will be available shortly.
June 2008
UCL Centre for Commercial Law hosts seminar to redesign the business engine
A very successful evening seminar hosted jointly by the UCL Centre for Commercial Law and the Relationships Foundation on 'Redesigning the business engine - The Relational Company: An alternative to the plc for the 21st Century?' took place at the Faculty of Laws, UCL, on 18 June.
Sandy Shandro, Dean of the Faculty of Laws, University College London chaired this seminar which included presentations from Dr Michael Schluter, Executive Director, Relationships Foundation, Jonathan Rushworth, recently retired partner with Slaughter & May and Dr Arad Reisberg, Director for UCL Centre for Commercial Law. The speakers at the seminar explored the relationship issues which underline the company structure as a business entity. They outlined the principles and some detail of an alternative company structure, the Relational Company, which would be attractive where local interests are paramount and shareholders expect a greater involvement with, and responsibility for, the company.
The presentations were followed by Q&A session and a lively discussion with invited senior academics and practitioners. The evening ended with a wine and light refreshments reception.
This seminar ties in with one of the major goals underlying the activities of UCL Centre for Commercial Law, namely, to bring together academics, practitioners, and industry participants to discuss topics of mutual interest and foster a productive dialogue.
A record 84 participants attended Dr Reisberg's (Director, UCL Centre for Commercial Law) talk on various aspects of his recent book 'Derivative Actions and Corporate Governance' (Oxford University Press, December 2007) during a lunch-time seminar at the Institute of International Financial Law (www.AIIFL.com), Faculty of Law, University of Hong Kong on 3 April 2008. Participants included Hong-Kong Ministry of Justice officials, policy-makers, representatives of enforcement bodies from Hong-Kong and China, leading business people, academics and students. Dr. Reisberg also delivered a paper on Ch. 4 of his book at the School of law, City University of Hong Kong on 1 April 2008.March 2008:
An early evening seminar to be held at UCL on 18 June 2008 (5.00-7.30pm) on 'Redesigning the business engine - The Relational Company: An alternative to the plc for the 21st Century?'
Jonathan Rushworth, Michael Schluter and Arad Reisberg
The seminar will be hosted jointly by the UCL Centre for Commercial Law and the Relationships Foundation: http://www.relationshipsfoundation.org/
Bentham House, Faculty of Laws, University College London, Endsleigh Gardens, London, WC1H 0EG.
Further details:
Sandy Shandro, Dean of the Faculty of Laws, University College London will chair this early evening seminar which will include presentations from Jonathan Rushworth, recently retired partner with Slaughter & May and Dr Arad Reisberg, Director for UCL Centre for Commercial Law, followed by questions and discussion. The evening will also include light refreshments.
The major legal form used, the limited liability company, is increasingly subject to regulation to the point where breakdown in the system threatens. At the same time, there is growing awareness of the importance of 'social sustainability', and the need for business organisations to contribute to building and developing social interconnectedness not just by a CSR spend but by the very structure of their organisation. This need is felt especially acutely in low-income countries where the size as well as the opaque ownership structure of Western-controlled PLCs means that there is often suspicion of the true motives and intentions of those who play a key role in international commercial transactions affecting national and regional life.
This seminar will propose a new legal form of company, the 'Relational Company' which would be structured to promote stronger relationships between:
- shareholders themselves - to be effective in holding directors accountable
- shareholders and employees
- directors and employees in larger companies
- shareholders and other stakeholders in the business, for instance
- suppliers and customers
- company stakeholders and local communities
December 2007:
The centre will host a half-day Conference jointly with the Centre for Law and Governance in Europe at UCL in Autumn 2008 on ‘Hedge Funds Governance in Europe: To regulate or not to regulate?
Outline of programme:
In recent years, a large number of companies have been bought out by private
equity firms and delisted from stock exchanges. In 2007, the very nature
of hedge funds and their impact on financial markets are a constant subject
of discussion and confrontation: are hedge funds the villains of international
markets? Do they destabilize those markets? What implications to they
have on corporate governance? Are they speculative tools of disruption
with heavy risks? Or are they a stabilizing force due to their masses
that enables a smooth evolution of quotations? And ultimately, is there
a need for regulatory intervention at the European level or perhaps at
state level?
The aim of our conference is to bring together academics and practitioners to discuss, from a legal and economic perspective, the governance of hedge funds in Europe. The subject will be discussed from different angles and national perspectives, in order to outline common trends in this area as well as to highlight differences both at transatlantic and European level.
The event will provide a unique opportunity to learn about the most recent developments in the ever-changing markets and investigates what is driving issuers and investors to take a stake in this increasingly diverse industry. The format is the following: presentation of a paper, launch of the discussion by the Debate Facilitator, general discussion.
Further details to follow shortly.
November 2007:
Dr Arad Reisberg has been appointed as the new Director of the Centre.
Read more about Dr
Arad Reisberg
November 2006:
The Centre for Commercial Law hosted its inaugural public event
in November 2006 when it held a seminar at the request of the Law Commissions
of England and Wales and of Scotland as part of their inquiry into insurance
law.
The seminar focused on the vexed issue of insurance warranties. The Law Commissions issued a lengthy preliminary paper in November and the ideas in that paper prompted a lively discussion led by a panel, which was chaired by Professor Lowry and which consisted of Jeremy Stuart-Smith QC, Professor Rob Merkin (Southampton University), Professor Malcolm Clarke (Cambridge University), Roger Doulton and Michael Mendelowitz (both from Barlow, Lyde, Gilbert). More than 100 people from legal practice, the judiciary and the insurance industry attended.
This seminar was followed by a reception hosted by the Honorary Director, Dame Mary Arden DBE, at which the new Centre was formally welcomed into existence.