Does UK model set trend?

The Journal of Corporate Law Studies

April 23, 2004

The Journal of Corporate Law Studies is about two years old. Its goal is to provide a forum for scholarship on corporate, securities and financial law, broadly construed to include mainstream topics such as directors' duties, financial regulation, insolvency and financial regulation. It embraces interdisciplinary work and work in cognate fields.

The journal has avoided the temptation of simply providing timely updates to scholars and practitioners. There are plenty of other publishing ventures, private and commercial, that fulfil that role.

Instead, the editors appear to have set out to provide their readership with articles and reviews that make wide-ranging, informed and critical comment on the current state of corporate law and the policy imperatives for change or stability.

Where the articles concern UK corporate law, the challenges raised by a critical evaluation of practices are addressed directly. Where the focus is on overseas approaches (and there are invariably one or two such articles per issue), readers are usually left to make their own evaluations of the differences between the model advanced and the UK approach. Overseas scholars perhaps feel some sense of polite reticence and decline to criticise the UK model even when it seems they might have cause. The book reviews provide serious, thoughtful assessments of the works under examination.

The journal may be regarded as a Cambridge-based enterprise, since three of the four members of the editorial committee hold posts at Cambridge University. All four will be well known to those who work in this area: John Armour, Eil!s Ferran (who is also director of the Centre for Corporate and Commercial Law at Cambridge), Richard Nolan and Jennifer Payne. The journal also boasts an impressive list of international corporate law scholars (including some in practice and one on the bench) on its advisory board.

Each issue contains six to ten articles and two book reviews, but there are no case notes. The combination represents a rich and thought-provoking diet. Given the diversity of issues that potentially huddle under the journal's umbrella, it is impossible to give a coherent picture of the content. What is noticeable, though, is that an issue usually has one or two themes, so that readers are treated to a range of approaches to a set of particular matters. This has obvious advantages in broadening and advancing debate more effectively.

So far, readers will be able to find essays focusing on shareholders (and related issues of disclosure, monitoring and meetings); corporate securities (covering Law Commission reform proposals and international comparisons); financial regulation; employee participation; directors'

roles (including issues of remuneration, disqualification, and rights, remedies and responsibilities); and, of course, assessments of the different models of corporate governance. The proposals advanced by the UK Company Law Review Group, and the government's reaction to them, are woven into many of these pieces. So, too, are the broader themes of economic analysis and theories of regulation.

The international focus means that corporate laws of the US, Germany, China, Korea and Hong Kong are placed under the microscope for purposes of comparison. Contemporary ideas of convergence (or divergence) and other impacts of globalisation appear in this context, too.

Of course, a brief survey necessarily omits more than it includes. This reviewer certainly found something of great interest in every issue of the journal. As the editors so rightly predict, it will be of interest to academics and practitioners specialising in any of the subjects it covers, and also to those with an interest in the strategic direction of the law and the influences that affect it, that is to say, regulators, policy-makers and the judiciary. They should give the journal their enthusiastic support. A forum such as this is essential to the intelligent assessment of the state of UK corporate law.

Sarah Worthington is professor of law, London School of Economics.

The Journal of Corporate Law Studies

Editor - John Armour, Eil!s Ferran, Richard Nolan and Jennifer Payne
Publisher - Hart, biannual
Price - Institutions £115.00 Individuals £60.00
ISSN - 1473 5970

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