Centre for Commercial Law

Past Events

15 January 2015
Independent Directors in Singapore: Puzzling Compliance Requiring Explanation

Speaker: Associate Professor Dr Dan W. Puchniak (National University of Singapore)
Chair: Dr Arad Reisberg (UCL)
Accreditation: 1 CPD hour by the SRA and BSB

At first blush, the rise of independent directors in Singapore provides a straightforward example of an extraordinarily successful legal transplant from the West to Asia. In 2001, Singapore implemented a UK inspired Code of Corporate Governance (Code), which required the adoption of independent directors on a comply or explain basis. Shortly thereafter, an overwhelming 96 percent of Singapore listed companies reported full compliance. This, combined with Singapore’s world leading economic success, ostensibly confirmed the Anglo-American-cum-global conventional wisdom that independent directors are required for good corporate governance.
This talk reveals, however, that Singapore’s supposedly conventional legal transplant was, in fact, unconventional. The original Code defined independence as requiring no independence from controlling shareholders at all—a seemingly illogical aberration from the definition used in most other controlling shareholder jurisdictions.
Historical evidence suggests that Singapore’s unconventional approach, however, was the product of strategic regulatory design (not ignorance) and, we argue, was surprisingly effective. It all but guaranteed exceptionally high compliance rates, which sent a critical signal of ‘good’ corporate governance to international markets in the wake of the Asian financial crisis; while, at the same time, allowing Singapore to functionally maintain its efficient (quasi-state and family-owned) controlling shareholder environment.
We suggest that Singapore’s successful use of what we coin ‘halo signalling’ was possible primarily because it possessed unique functional substitutes for limiting private benefits of control, which would otherwise have been the primary function of ‘properly defined’ independent directors. In addition, Singapore’s effective, albeit unconventional, use of ‘halo signalling’ and its somewhat surprising recent move away from this seemingly successful approach will be explored in this article.

About the speaker
Dr Dan W. Puchniak is an Associate Professor in the Faculty of Law at the National University of Singapore. He specialises in company law with an emphasis on comparative corporate law in Asia.
Dan has published widely on comparative, Asian, Japanese and Singapore corporate law and governance and is regularly invited to present his scholarship and lecture at leading law schools around the world. Dan has received numerous domestic and international awards for his academic research and teaching.
Most recently, his article on derivative actions in Asia was awarded the Best Paper Prize at the annual Corporate Law Teachers Association Conference. He was also recently placed on the National University of Singapore Annual Teaching Excellence Award Honour Roll as recognition for receiving the university wide NUS Annual Teaching Excellence Award three times.
He was also recently selected by the Open Society Foundations to be a Fellow and Visiting Professor in the Department of Law at the University of Yangon. Dan is currently the ASEAN Convener for the Australian Network for Japanese Law and a member of the Editorial Board for the Max Planck Institute’s Journal of Japanese Law.
Prior to entering academia, Dan worked as a corporate commercial litigator at one of Canada’s leading law firms.

23 September 2014
African Insolvency Law: Bridging the Gap to Modern Perspectives

UCL Centre for Commercial Law with the University of Pretoria

Speakers include Dr Bolanle Adebola, University College London, UK, among many others
Accreditation: This event is not accredited for UK CPD

View the programme

It has never been more important for African economies to institute robust insolvency systems as Africa continues to make remarkable economic strides. Advanced jurisdictions across the globe recognise the importance of strong insolvency laws which are a crucial safety-valve in market-oriented economies. This knowledge triggered the modernisation of insolvency systems that commenced in the 1970s. African countries likewise require robust insolvency systems which, for instance, deal decisively with failed companies while providing their potentially viable counterparts with further opportunities for economic success. Recognising the unique position of academics in midwifing the desired change, this colloquium invites academics and practitioners interested in Africa to provide insights on the current state of national insolvency laws, global developments in insolvency law, as well as guidance on the introduction of targeted reforms in African systems.

The colloquium further aims to initiate discussions on the future establishment of a dedicated academic forum at which ideas on the advancement of insolvency laws in Africa can be discussed, and collaboration engendered amongst members.

12 March 2014
The Use of Behavioual Law and Economics to Better U nderstand Debates in Corporate Law

Speaker: Professor Claire Hill, University of Minnesota

Law’s view of human nature is surprisingly underdeveloped. Law and economics uses the admittedly unrealistic ‘rational person’ model. Behavioral law and economics has sought to bring more realism to law and economics. But it is has too often focused on “mistakes.” Indeed, some people use the term “heuristics and biases” as a synonym for behavioral law and economics. The worldview in which people are either making mistakes or “getting it right” isn’t much more realistic than the one in which people are always “getting it right.”

In this seminar, I argue that to be more realistic and useful, legal scholars should pay far more attention to “priors.” Priors for this purpose are not simply prior beliefs – they include many aspects of a person’s mental state, conscious and not conscious. They include the person’s values, temperament, attitudes, and self-identification. The priors that the literature considers are mostly mistaken beliefs or biases; once these are identified in a particular context, ways to ‘correct’ or limit the effect of the mistake or the use some debiasing technique, are typically proposed. But many priors are not mistakes in any accurate or meaningful sense of that world.

Many priors are enormously relevant for law. One example is priors in the form of prototypes of actors important for law. Consider the following debates:

How should power be allocated as between shareholders and management?
How should (past and potential future) bad banker behavior be addressed?
How should the tendency of investors, even “sophisticated” ones, to purchase bad investments be addressed?

Appreciating the extent to which priors influence worldviews and decisions could help people find a common ground – a sounder basis on which to debate, appraise, formulate, and effectuate, policy.

About the speaker:
CLAIRE HILL teaches at the University of Minnesota Law School, heads its Institute for Law and Rationality, and co-heads its Institute for Law and Economics. She holds the James L. Krusemark Chair in Law. Professor Hill teaches corporate law, mergers and acquisitions, contracts, and seminars in law and economics and behavioral law and economics. She has published numerous articles on capital structure, corporate governance, structured finance, rating agencies, secured debt, contract theory, law and language, and behavioral economics. Three of her articles were selected for inclusion in the Securities Law Review, an annual edited volume of noteworthy scholarship in the field. One of her articles won the David Watson Memorial award. She has given several endowed lectures on subjects at the intersection of law, psychology and language. Her work has been featured on various business blogs; she has been interviewed on the subject of rating agencies on television and radio.

10 March 2014
The International Group and P&I Clubs

LLM Practitioner Seminar:
Speakers: David Baker
and David Bolomini, International Group of P&I Clubs
The International Group and P&I Clubs: who they are, what they do and why they exist.

18 February 2014
Trade and the State - A Few Perspectives

LLM Practitioner Seminar
Speaker: HH Nicholas Chambers QC, Brick Court Chambers
This seminar will cover the following topics:
(a) Jurisdiction over States
(b) Execution against State property
(c) Third party involvement of States especially in cases of force majeure

14 February 2014
Mediating Shipping and Commodity Disputes - Guest Seminar

Speaker: Mrs. Jane Andrewartha, Partner, London, Clyde and Co.
Jane will give a practitioner's view of mediation explaining the use of the process both as advocate and representative of the client and as mediator indicating, with war stories and live case studies, how mediation offers solutions that the court cannot.

27 November 2013
Private Equity and Hedge Funds after the Global Financial Crisis

Speakers: Professor Timothy Spangler (Kaye Scholar LLP / UCL Laws Visiting Professor).

About this lecture:
As the recession stutters onwards systemic and structural causes for the financial crash continue to dominate international news and debate. Never has there been such an appetite and desire to understand the financial institutions that govern us. But despite public interest, alternative investment vehicles such as private equity and hedge funds remain elusive. Both have always had a unique position in the market, designed as they are to function outside of the rules that govern other financial organizations. But what is it that they do and - significantly - how is it that they have prospered since the 2008 meltdown despite the introduction of new regulatory regimes?

14 and 15 June 2012
UCL Laws hosts 4th international Adolf A. Berle Center Symposium

adolf a. berleOn 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

3 November 2011
Transforming Capitalism From Within
Dr Arad Reisberg

event photoDr 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

20 September 2011
Centre for Commercial Law
The Future of European Shareholder Rights

event photoOn 20 September 2011, 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

19-20 May 2011
Dr Arad Reisberg and the Rt. Hon Professor Sir Robin Jacob speak at first 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 2011. 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.
arad reisberg robin jacob

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

15 March 2011
Centre for Commercial Law
Reforming and Restating Insurance Contract Law
Prof. John Birds, University of Manchester

The lecture considered the Law Commissions’ project on insurance contract law in the light of progress to date and in the context of moves at a European level for a possible “28th regime”, providing an optional alternative approach to insurance contract law. It included examination of issues such as whether the distinction between consumer and non-consumer insurance (seemingly favoured by the Law Commissions) is a better approach than that between insuring “mass risks” and “large risks” (as proposed by the Principles of European Insurance Contract Law) and whether, in a UK context, a general reform is to be preferred to what appears likely to a piecemeal approach.

9 March 2011
Centre for Commercial Law
The value of legal certainty to business and where to find it
Richard Wiseman, Chief Ethics & Compliance Officer, Royal Dutch Shell plc

Judges and Legislators often show little understanding that the predictability of the outcome of a business’s exposure to the law is often more important than the fairness of the outcome. Where businesses have an opportunity to arrange their affairs on the basis of the assumed state of the law, they should be able to do with a high degree of certainty that their aims will be achieved. Similarly, if a business is exposed to the risk of criminal prosecution, or civil penalty imposed by a regulator, it should be able safely to ignore the risk of capricious legal interpretation and with confidence that it has available all of the material that will enable it to make informed decisions about compliance.

23 February 2011
Centre for Commercial Law
'Common Sense": The dark matter of business law
Nick Gould, Collyer Bristows LLP

Nick Gould of Collyer Bristows LLP, presented a seminar considering 'Common Sense" as the dark matter of business law in relation to the 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. His paper presented on the evening, explores these points and considerations.



Wednesday 16th Feburary 2011
Relational Business Charter Seminar :
A Way Through The Labyrinth Securitisation Transactions and Accountability: Complex Structures, Simple Questions
Prof. David Ramos Munoz, University Carlos III de Madrid

Prof. David Ramos Munoz, University Carlos III de Madrid gave a challenging seminar on Secruitization,

Securitization, for long the darling of financial markets, has fallen into disrepute. After the financial crisis stroke, subsequent inquiries showed numerous examples of questionable judgment or disregard for investors’ interests on the side of parties planning or executing the transaction. Simple questions, such as “what happened?”, “who is to blame?”, or “how can we avoid this in the future?” quickly come to mind.

Finding quick answers is yet another thing. In their zeal to insulate risks, manage cash flow and avoid insolvency, arranging parties created sophisticated structures with elaborate flowcharts involving multiple roles and contract devices. Yet try to ask the simplest questions about liability and responsibility, and those flowcharts suddenly resemble an intricate maze where nothing is what it seems. Trying to make sense of securitization structures and web of relationships is the subject matter of this presentation. Known rules and principles must be applied to new situations and relationships, in order for SPVs and their directors, collateral managers, trustees, rating agencies, sponsors and underwriters to fall into place in a proper system of governance and accountability, and thereby make sense of securitization transactions and enhance their value.

Wednesday 10th November 2010
Relational Business Charter Seminar

UCL Centre for Commercial Law hosts seminar on the Relational Business Charter

A very 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 the Faculty of Laws, UCL, on 10th November 2010.

Dr Arad Reisberg, Director, UCL Centre for Commercial Law, chaired this seminar which included an Introduction
(featured in an article in the Guardian (see here) : by the Rt Hon Stephen Timms MP, former Financial Secretary to the Treasury.

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.

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

Thursday 28 October 2010
Law and Finance Workshop

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.

Wednesday 12 May 2010
Centre for Commercial Law: The Companies Act 2006 Seminar Series
Beyond the Crisis: Current Issues in Corporate Governance

This seminar assessed the 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.

Dr Arad Reisberg (Vice-Dean, UCL & Director, UCL Centre for Commercial Law) 

Daragh Fagan  (Thomson Reuters)
Nick Gould  (Ince & Co)
Professor John Lowry  (Professor of the Law at UCL and Vice-Dean)
Dr Marc Moore  (Lecturer in laws at UCL)
Richard Smith (Slaughter and May LLP) 

28-29th April 2010 at UCL
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 (UCL; Oxford; Erskine Chambers) and Arad Reisberg, the Commercial Law Centre organized an invitation only Round-Table to examine, from a comparative perspective, the various draft chapters.

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).

In addition to identifying the issues that are likely to take centre stage in the next decade or so (such as regulatory reforms which are of present concern), 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. It brings together contributions from international leadings experts in this area.

Full report here:-

Download the Programme for this event | Log in page for participants at this event

Thursday 4th March 2010
‘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.

Read more about' Dr Reisberg HERE

Wednesday 3rd February 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.

To view the seminar slides [pdf] see: HERE

Thursday 26 November 2009
Private Companies and Corporate Finance under Companies Act 2006: What lies ahead?

Organised by UCL Centre for Commercial Law with Slaughter & May

Panel of Experts:
Professor John Lowry, UCL
Peter Brien, Slaughter and May
Professor Dan Prentice, Oxford, UCL and Erskine Chambers
Michael Todd QC, Chancery Bar Association, and Erskine Chambers
Time: 6-8pm
Venue: Offices of Slaughter & May
Accredited with 2 CPD hours

About this event:
This seminar will focus 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 will discuss the abolition of the prohibition on private companies giving financial assistance for the acquisition of their own shares; the new procedure for reducing share capital of private companies; comparisons between the new capital reduction route and other existing mechanisms for reducing capital and to what extent these changes will facilitate corporate restructurings and enhance mergers and acquisitions.

Wednesday 25 November 2009
A one-day roundtable conference on "Executive Remuneration and Board Responsibilities: A New Paradigm?"

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.

Friday 16 October 2009
The 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.

Commercial Law
Commercial Law
Commercial Law
The Audience, including Prof. Sarah Worthington of the LSE (far left), Professor John Lowry (UCL) and Dr Arad Reisberg (far right).
Commercial Law
Animated discussions between Mark Fennessy (International Corporate Rescue) with Arad Reisberg and Marc Moore
Listen to the Introduction:


Listen to the Roger Barker's Paper

Listen to the Panel Discussion and Q&A

Listen to the Edward Walker Arnott's Paper

Listen to the Cliff Weight's Paper

Alternatively, download the full session as an MP3 file


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:


2 December 2008, 6pm
FSA's recent approach to preventing, detecting and prosecuting market abuse
Jonathan Marsh, Partner - BLP Law
10 February 2009, 6pm
European law and policy in Corporate Finance
Professor Eilis Ferran Professor of Company and Securities Law Law Faculty, University of Cambridge
23 February 2009, 6pm
Old Refectory, UCL central campus
Private Equity
John Armour, Lovells Professor of Law and Finance, University of Oxford
10 March 2009, 6pm
Takeovers in the City
Edward Walker-Arnott, an Honorary Visiting Professor, UCL (a former senior partner of Herbert Smith, solicitors, London)


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.

18 June 2008
'Redesigning the business engine - The Relational Company: An alternative to the plc for the 21st Century?'
at UCL Faculty of Laws

Invitation only. For further information please contact: a.reisberg@ucl.ac.uk