UCL FACULTY OF LAWS
Centre for Commercial Law


Publications

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Books

CORPORATE LAW
book jacket Pettet's Company Law: Company Law and Corporate Finance
John Lowry and Arad Reisberg 
Pearson Education, Longman Law Series

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: 
Publishers website 

Reisberg book Corporate Finance Law in the UK and EU, ( 2011, OUP)
Dan Prentice (Visiting Professor, UCL Laws) and Dr Arad Reisberg

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

Pettet's Company Law: Company and Capital Markets Law , Longmans 2009
John Lowry and Arad Reisberg

Thoroughly revised and rewritten to take into account the fundamental changes brought about by the Companies Act 2006, this new edition of Pettet's Company Law provides a thought provoking textbook on all areas of Company and Capital Markets Law as covered on university courses. Pettet's Company Law is a thoughtful, contextual and policy led treatment of company law suitable for LLB and LLM students or those looking for a good base to further research in the area.

The new edition retains its unique coverage of capital markets and securities regulation while more detail has been added to:
o Director's duties,
o Shareholders' remedies and
o Corporate finance law

View the publisher's website

TORT LAW
Stevens, R., Torts and Rights (2007, OUP)
The law of torts is concerned with the secondary obligations generated by the infringement of primary rights. This work shows that this apparently simple proposition enables us to understand the law of torts as found in the common law.

Using primarily English materials, but drawing heavily upon the law of other common law jurisdictions, Stevens seeks to give an account of the law of torts which relies upon the core material familiar to most students and practitioners with a grasp of the law of torts. This material is drawn together in support of a single argument in a provocative and accessible style, and puts forward a new theoretical model for analyzing the law of torts, providing an overarching framework for radically reconceiving the subject.


CORPORATE LAW
Reisberg, A., Derivative Actions and Corporate Governance (2007, OUP)
This volume examines the circumstances in which a shareholder can bring an action on behalf of a company (a derivative action), exploring how this remedy may be used to ensure good corporate governance, and laying out a theoretical framework and practical guidance for future development of the law.

Derivative actions are an important aspect of the continuing debate about corporate governance in the UK, the US and many other jurisdictions worldwide. This book offers a conceptually inclusive approach to thinking about derivative actions by providing a detailed and clear overview, commentary, and a theoretical explanation of the law governing derivative actions in the corporate governance context.


INSURANCE LAW

Lowry & Rawlings, Insurance Law: Doctrines and Principles, 2005 (Oxford, Hart)
The second edition of Insurance Law: Doctrines and Principles published six years after the widely acclaimed first edition, builds on the reputation of the first edition by offering a detailed examination of the developing law of insurance, combining exposition of the law with critical analysis. The book is designed with the needs of the typical undergraduate in mind, while also providing the essential framework for those studying insurance law at postgraduate level. The text is enhanced by extensive citations to case law and academic commentaries, making the book ideal for students, scholars and practitioners alike.

This new edition has been substantially restructured to complement the authors’ Insurance Law: Cases and Materials (Hart Publishing, 2004). The book is divided into two parts. Part I considers the regulation of insurance business and the general principles underlying the law of insurance contracts. Part II examines the way in which these principles are shaped by the particular insurance context in which they operate. Insurance law is a rapidly developing subject and this edition takes account of the many significant judicial and statutory developments. The book is readable and authoritative, with a sound grasp of the realities of insurance practice; it is well sourced and generous with supplementary points. A welcome addition to the writing team is Rob Merkin, Lloyd’s Law Reports Professor of Commercial Law at the University of Southampton, who has contributed new chapters on reinsurance and conflicts of law.

The first edition was cited with approval by the Supreme Court of Canada in Oldfield v Transamerica Life Insurance Co of Canada (2002).

 

Lowry & Rawlings, Insurance Law: Cases & Materials 2004 (Oxford, Hart)
This book is intended as a complement to the authors' Insurance Law: Doctrines and Principles, following its general pattern but integrating the jurisprudence from other common law jurisdictions, particularly the USA, as a means of demonstrating how problems which have long confronted the English courts frequently receive different legislative/judicial responses elsewhere. Although the emphasis of the book lies with the case law spanning some two centuries, the authors introduce each section with a brief narrative designed to focus the reader’s attention as he or she works through the cases. A critical approach is adopted and emphasis is given to major journal articles and to the current UK and EU reform agenda.

 

INSOLVENCY LAW

Mokal, Corporate Insolvency Law 2005 (OUP)
This volume analyzes corporate insolvency law as a coherent whole, standing upon common fundamental principles.Dr Mokal explains why consistency of principle must be sought, and how it might be found in the relevant statutory and case law. He then constructs an egalitarian theory for the analysis of corporate insolvency law, based on the premise that all the parties affected by insolvency law are to be treated as equals. He argues that this theory can reconcile the dictates of fairness with the demands of economic efficiency.

 

 

COMPETITION LAW


Korah, EC Competition Law and Practice, 8th ed. 2004 (Oxford, Hart)
This is the eighth edition of a widely respected and influential textbook on EC competition law and practice. For many years used by both practising lawyers and law students as well as officials, this book has kept pace with the rapid development of the subject. Its description of economic theory and the policy considerations which underpin the law and its enforcement are even more important in the era of modernisation, when businessmen have to decide whether their conduct is illegal without much help from the Commission and when ten new Member States have become subject to EC competition law. The book addresses questions to which there is no clear answer, and is used by experts as well as by those less familiar with the subject. Its analysis and trenchant comment on the legislation, case law and policies have had some influence on the development of the law, a fact acknowledged by many experts in the subject. Despite the complexity of the topic this remains a lucid and readable overview which is ideal for newcomers to the subject.

 

SHIPPING
Mandarak-Sheppard, Modern Admiralty Law, 2001 (Cavendish)
This book explains the legal principles of Admiralty Law lucidly,putting them into commercial perspective and suggesting in appropriate places how legal risks should be managed. An examination of the intricate rules of the Brussels/Lugano Conventions, conflict of jurisdictions, the application of the forum non-conveniens doctrine and forum shopping is included. Breach of jurisdiction agreements and remedies are also discussed and the vexed issues of anti-suit injunctions are dealt with.Modern Admiralty Law analyses the corporate structures of ship owning companies and the circumstances in which the corporate veil may be pierced; suggestions for legitimate corporate structures for the purpose of risk management are put forward.The consequences of non-compliance with the ISM Code are also considered here (such as potential criminal liability, the effect of non-compliance upon insurance contracts and limitation of liability), along with an update of further measures being taken by the EC and the IMO on safety of ships and cleaner seas.

Special Papers

  Winners of the International Corporate Rescue (ICR) 2011 Award for Excellence

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'.
Part I (pdf) and Part II (pdf)

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'. Part I (pdf) and Part II (pdf)

READ PAPER HERE

'Common Sense": The dark matter of business law'
Nick Gould, Collyer Bristows LLP

A key aim, stated, of the Companies Act 2006 was to make this area of law easier to understand, in particular for the owners and managers of small and medium sized companies. However the continuous outpouring of company regulation as well as the feedback received from numerous SMEs, as well as larger groups, suggests that this has not worked as well as it should. What seems to be lacking, according to many owners and managers of SMEs, is a good dose of common sense. This is not something generally mentioned in the same breath as company law and regulation. May be it should. This paper explores these points and considerations.
Read here [pdf]

paper-jacket-image-davies Winner of the International Corporate Rescue (ICR) 2010 Award for Excellence
'The Nature and the Scope of the Anti-Deprivation Rule in the English Law of Corporate Insolvency' by James Davies (former LLM student at UCL)
Read here [pdf]
MarcMoore-papers-jacket

ICR- Special Issue: collection of papers from the seminar
'Company Law, Corporate Governance and the Banking Crisis' held at UCL on 16 October 2009
Read here [pdf]


PhilipRawlings-specialpapers-jacket ICR- Special Issue:
Professor Philip Rawlings' two papers on 'Bank reform in the UK' (2011).
Read here [pdf]

paper-chong-jacket Winner of the International Corporate Rescue (ICR) 2009 Award for Excellence  -
‘The Milgram Universe of Credit Derivatives: A Regulatory Proposal' by Grace Chong (former LLB student).
Read here [pdf].

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