For many years, jurists have struggled to rationalise the common law rules which describe the circumstances in which it is justifiable to eschew the principle of separate legal personality which posits that a company is distinct from its members and managers. This is not particularly surprising....

When things go wrong, it is always good to find someone to blame. As the credit crisis started to unfold in 2007, credit rating agencies (“CRAs”) emerged as the villain – or scapegoat, one might say – for commentators and regulators alike. To sum up, observers accused CRAs of doing a...

The article focuses on regulation of takeovers in the European Union (EU) and in the United Kingdom (UK) with the aim to discuss and assess the relative importance of primary purpose of the regulation, i.e. facilitation of takeovers and change of control, and means of achievement of the...

UK banks who want to maintain an access to the EU market after BREXIT are currently assessing their options. The prospect of a free trade agreement with the EU remaining uncertain, they cannot rely on such an agreement before taken a decision. The present paper sketches the three main options...

Recent corporate governance initiatives encourage a culture of long-term value creation and growth but cannot work as intended by policymakers. The current discussion about corporate governance ignores the transition from a centralized to a decentralized, unmediated, and interconnected world and...

To paraphrase the Roman philosophers: "ex Ackman semper aliquid novi." The innovative partnership formed last year between Bill Ackman's Pershing Square hedge fund and Valeant Pharmaceuticals to launch a hostile takeover bid for Allergan, the venerable manufacturer of Botox, stands to net the...

The UK's withdrawal from the European Union will have – and already has – a dramatic impact on the political, legal and economic landscape, both in Britain and on the continent. This contribution takes a closer look at the effects on individual relationships and businesses. Against the...

This Article examines what lessons may be learned from examining how Australia, the United Kingdom, and the United States have tried to manage the shift away from defined benefit plans towards defined contribution plans. This shift has fundamentally changed the relationship between workers and...

This chapter examines and challenges the dominant academic portrayal of Anglo-American corporate law as an aspect of private law, and argues for a re-characterisation of the subject that reflects the centrality of public regulation to its core dynamics. It first explores the purported...

Legal rules play a powerful but understudied role in security design. This article presents two new theoretical results about the design of debt contracts. The results derive from the premise that firms must avoid legal insolvency when issuing new debt because insolvency at issuance would...