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3CL Travers Smith Seminar Series

Cambridge University

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3CL Travers Smith Seminar Series
3CL Travers Smith Seminar Series

3CL Travers Smith Seminar Series

Cambridge University

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Plays
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Latest Episodes

'Should Judges Review Directors’ Business Judgment(s)?' - Andrew Keay & Joan Loughrey: 3CL Travers Smith Seminar

Professor Andrew Keay & Professor Joan Loughrey (University of Leeds, UK) gave a lecture entitled "Should Judges Review Directors’ Business Judgment(s)?" on 21 February 2019 at the Faculty of Law as guests of 3CL. Directors are rarely held legally accountable for decisions that have poor outcomes. A key reason is that courts have asserted that the exercise of director’s business judgment should be immune from judicial review. Thus classifying a decision as a business judgment provides directors with a powerful shield from accountability. Yet the meaning and boundaries of the concept of business judgment and the consequences of review/non-review have received little attention. In their seminar, Professors Keay and Loughrey will address this gap by: (1) establishing what is meant by business judgment, (2) identifying how the courts apply this concept, and (3) assessing to what extent directors’ decisions in England and Wales should be subject to review by the courts. 3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/

52 MINFEB 27
Comments
'Should Judges Review Directors’ Business Judgment(s)?' - Andrew Keay & Joan Loughrey: 3CL Travers Smith Seminar

'An Eversion in Thinking: The Company as a Persona Ficta' - Susan Watson: 3CL Travers Smith Seminar

Professor Susan Watson (University of Auckland, New Zealand) gave a lecture entitled "An Eversion in Thinking: The Company as a Persona Ficta" on 26 February 2019 at the Faculty of Law as a guest of 3CL. The argument that forms the basis of this seminar is that the modern company is a legal entity that is a persona ficta; a juridical person separate from all natural persons. Professor Watson will argue that being a persona ficta separate from all natural persons enables the company to capture forms of value derived from the people who work for the organisation, or who transact with the company. The company converts that value to forms of capital that it combines to generate further value. That lock in of capital over time has made size, scope and scale possible within the corporate form. That value extends beyond financial and other forms of capital to organisational systems. The accounting and later legal separation of the fund as a legal entity not just from shareholders but from all the people who are part of the organisation made partitioning of that value in the persona ficta possible. 3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/

33 MINFEB 26
Comments
'An Eversion in Thinking: The Company as a Persona Ficta' - Susan Watson: 3CL Travers Smith Seminar

'The Global Expansion of Corporate Criminal Liability: Effective Enforcement Policy Across Legal Systems' - Samuel Buell: 3CL Travers Smith Seminar

Professor Samuel Buell (Duke University, USA) gave a lecture entitled "The Global Expansion of Corporate Criminal Liability: Effective Enforcement Policy Across Legal Systems" on 12 February 2019 at the Faculty of Law as a guest of 3CL. The United States model of corporate crime control, developed over the last two decades, couples an extremely broad rule of corporate criminal liability with a practice of reducing sanctions, and often withholding conviction, for firms that assist in public enforcement by detecting, reporting, and helping prove criminal violations. This model has recently attracted more interest among law reformers in overseas nations, who have sought to increase the frequency and size of their own enforcement actions by adopting features of the U.S. approach. By focusing almost entirely on the law of corporate criminal liability and the process of criminal settlement, the international discussion of corporate criminal enforcement law and policy, as well as the liter...

40 MINFEB 13
Comments
'The Global Expansion of Corporate Criminal Liability: Effective Enforcement Policy Across Legal Systems' - Samuel Buell: 3CL Travers Smith Seminar

'The Principle of Unjust Enrichment – A Comparative Perspective' - Alexander Schall: 3CL/CPLC Travers Smith Seminar

England is the first common law jurisdiction that has recognised the principle of unjust enrichment. However, unjust enrichment remains controversial. Robert Stevens (2018) 134 LQR 574 even spoke of an “unjust enrichment disaster”. Comparative law can contribute to the continuing debate. Over the centuries, (German) civil law has moved from the Pomponian sentence “Iure naturae aequum est neminem fieri cum alterius detrimento et inuria locupletiorem” to a principle of unjustified enrichment defined as a rechtsgrundlose, unmittelbare Vermögensverschiebung (= direct shift of value/wealth lacking legal ground). Developed by Friedrich Carl von Savigny and adopted by Franz Philipp von Kübel, it became the basis of the German law in §§ 812 BGB. Both the English and the Savignian principle share the central feature of a “direct shift of value/wealth”. Therefore, it is interesting to see why the Savignian principle was overcome in Germany. It may be even more interesting to see how...

39 MINJAN 29
Comments
'The Principle of Unjust Enrichment – A Comparative Perspective' - Alexander Schall: 3CL/CPLC Travers Smith Seminar

'Liability for Seriously Flawed Corporate Cultures' - Jennifer Hill: 3CL Travers Smith Seminar

Jennifer Hill is Professor of Corporate Law at the University of Sydney Law School, and a Visiting Fellow at Clare Hall. She has held visiting teaching and research positions at leading international institutions, including Cambridge University; Cornell University; Duke University; NYU Law School; University of Virginia, University of Texas, and Vanderbilt University. Jennifer is a Research Member of the European Corporate Governance Institute (ECGI), where she sits on the Research Committee and chairs the Research Member Engagement Committee. She is a Fellow of the Australian Academy of Law (AAL), a member of the External Advisory Panel of the Australian Securities and Investments Commission (ASIC) and a Research Fellow of the British Academy's Future of the Corporation Programme.

41 MIN2018 NOV 23
Comments
'Liability for Seriously Flawed Corporate Cultures' - Jennifer Hill: 3CL Travers Smith Seminar

'The Case for Abolishing Deposit Insurance Limits' - Jay Cullen: 3CL Travers Smith Seminar

Dr Jay Cullen is a Reader in Banking Law and Financial Regulation at the University of Sheffield, and Director of the Sheffield Institute for Corporate and Commercial Law (SICCL). His principal area of expertise is bank capital and liquidity regulation, and the effects of bank credit on real estate markets. He has also written on bankers' compensation and bank corporate governance, and is the author of Executive Compensation in Imperfect Financial Markets (2014, Edward Elgar). Dr Cullen’s work on bank leverage and corporate governance has been quoted by the Financial Times, the Bank of England and the European Commission. In addition, he has acted as a consultant to NGOs on EU financial regulation, and is an associated expert at both the Institute for New Economic Thinking and Finance Watch. Dr Cullen has also held visiting academic positions at Columbia University and the University of Oslo.

49 MIN2018 NOV 14
Comments
'The Case for Abolishing Deposit Insurance Limits' - Jay Cullen: 3CL Travers Smith Seminar

'Revisiting the Case for Employee Participation in Corporate Governance' - Andreas Kokkinis: 3CL Travers Smith Seminar

Dr Andreas Kokkinis of the University of Warwick gave a lecture entitled "Revisiting the Case for Employee Participation in Corporate Governance" on 30 November 2018 at the Faculty of Law as a guest of 3CL. In this seminar, Dr Kokkinis revisits the theory of firm ownership to examine the potential economic benefits of employee participation in corporate governance. Contrary to the standard corporate contractarian claim that employee participation is inefficient, because it does not arise frequently as a result of market forces, he demonstrates that the supposed superiority of the current Anglo-American system cannot be logically deduced. Some level of employee participation can be optimal for some firms, and available evidence indicates that participation brings advantages in terms of productivity. To understand the nature of these advantages and the best way to design a legal framework for participation, Dr Kokkinis conducts a case study of the German system of codetermination. Tak...

42 MIN2018 OCT 31
Comments
'Revisiting the Case for Employee Participation in Corporate Governance' - Andreas Kokkinis: 3CL Travers Smith Seminar

'The Foundations of Anglo-American Corporate Fiduciary Law: Connected Assets and the Idea of Property' - David Kershaw: 3CL Travers Smith Seminar

David Kershaw (Professor of Law at the LSE) gave a lecture entitled "The Foundations of Anglo-American Corporate Fiduciary Law: Connected Assets and the Idea of Property" on 23 October 2018 at the Faculty of Law as a guest of 3CL. David Kershaw is the author of 'The Foundations of Anglo-American Corporate Fiduciary Law' (CUP, 2018), 'Principles of Takeover Regulation' (OUP, 2016), and 'Company Law in Context: Text and Materials', 2nd ed. (OUP, 2012). Prior to his academic career, he qualified as a Solicitor at Herbert Smith, London and practised corporate law in the Mergers & Acquisitions Group of Shearman & Sterling in New York and London. In this seminar, Professor Kershaw will address one of the key themes of his most recent book 'The Foundations of Anglo-American Corporate Fiduciary Law', published in August of this year. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/

41 MIN2018 OCT 24
Comments
'The Foundations of Anglo-American Corporate Fiduciary Law: Connected Assets and the Idea of Property' - David Kershaw: 3CL Travers Smith Seminar

'Beyond private ordering: Rethinking corporate governance as a subject of legal enquiry' - Marc Moore: 3CL Lecture

Marc Moore, Senior Lecturer at University College London, gave a lecture entitled "Beyond Private Ordering: Rethinking Corporate Governance as a Subject of Legal Enquiry" on Tuesday, 28th February 2012 at the Faculty of Law as a guest of 3CL. Marc's interests are in company law, corporate governance and capital markets, especially theory of the firm and the legitimacy of managerial decision-making power in public companies. For more information see the Centre for Corporate and Commercial Law website at: http://www.3cl.law.cam.ac.uk/

54 MIN2018 SEP 3
Comments
'Beyond private ordering: Rethinking corporate governance as a subject of legal enquiry' - Marc Moore: 3CL Lecture

'Central Clearing of Financial Contracts' - Steven Schwarcz: 3CL Travers Smith Seminar

Post-financial-crisis regulation requires that derivatives contracts be cleared and settled through central counterparties, such as clearing houses affiliated with derivatives and commodities exchanges, in order to try to reduce systemic risk in the financial system. This seminar asks whether regulators should also require the central clearing of non-derivative financial contracts. The seminar will begin by discussing central clearing of financial contracts and its ability to reduce systemic risk. We'll then examine the regulatory and economic efficiency implications, both for current requirements to centrally clear derivatives contracts and thereafter for analyzing whether to extend central clearing to non-derivative financial contracts.

35 MIN2018 MAR 14
Comments
'Central Clearing of Financial Contracts' - Steven Schwarcz: 3CL Travers Smith Seminar

Latest Episodes

'Should Judges Review Directors’ Business Judgment(s)?' - Andrew Keay & Joan Loughrey: 3CL Travers Smith Seminar

Professor Andrew Keay & Professor Joan Loughrey (University of Leeds, UK) gave a lecture entitled "Should Judges Review Directors’ Business Judgment(s)?" on 21 February 2019 at the Faculty of Law as guests of 3CL. Directors are rarely held legally accountable for decisions that have poor outcomes. A key reason is that courts have asserted that the exercise of director’s business judgment should be immune from judicial review. Thus classifying a decision as a business judgment provides directors with a powerful shield from accountability. Yet the meaning and boundaries of the concept of business judgment and the consequences of review/non-review have received little attention. In their seminar, Professors Keay and Loughrey will address this gap by: (1) establishing what is meant by business judgment, (2) identifying how the courts apply this concept, and (3) assessing to what extent directors’ decisions in England and Wales should be subject to review by the courts. 3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/

52 MINFEB 27
Comments
'Should Judges Review Directors’ Business Judgment(s)?' - Andrew Keay & Joan Loughrey: 3CL Travers Smith Seminar

'An Eversion in Thinking: The Company as a Persona Ficta' - Susan Watson: 3CL Travers Smith Seminar

Professor Susan Watson (University of Auckland, New Zealand) gave a lecture entitled "An Eversion in Thinking: The Company as a Persona Ficta" on 26 February 2019 at the Faculty of Law as a guest of 3CL. The argument that forms the basis of this seminar is that the modern company is a legal entity that is a persona ficta; a juridical person separate from all natural persons. Professor Watson will argue that being a persona ficta separate from all natural persons enables the company to capture forms of value derived from the people who work for the organisation, or who transact with the company. The company converts that value to forms of capital that it combines to generate further value. That lock in of capital over time has made size, scope and scale possible within the corporate form. That value extends beyond financial and other forms of capital to organisational systems. The accounting and later legal separation of the fund as a legal entity not just from shareholders but from all the people who are part of the organisation made partitioning of that value in the persona ficta possible. 3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/

33 MINFEB 26
Comments
'An Eversion in Thinking: The Company as a Persona Ficta' - Susan Watson: 3CL Travers Smith Seminar

'The Global Expansion of Corporate Criminal Liability: Effective Enforcement Policy Across Legal Systems' - Samuel Buell: 3CL Travers Smith Seminar

Professor Samuel Buell (Duke University, USA) gave a lecture entitled "The Global Expansion of Corporate Criminal Liability: Effective Enforcement Policy Across Legal Systems" on 12 February 2019 at the Faculty of Law as a guest of 3CL. The United States model of corporate crime control, developed over the last two decades, couples an extremely broad rule of corporate criminal liability with a practice of reducing sanctions, and often withholding conviction, for firms that assist in public enforcement by detecting, reporting, and helping prove criminal violations. This model has recently attracted more interest among law reformers in overseas nations, who have sought to increase the frequency and size of their own enforcement actions by adopting features of the U.S. approach. By focusing almost entirely on the law of corporate criminal liability and the process of criminal settlement, the international discussion of corporate criminal enforcement law and policy, as well as the liter...

40 MINFEB 13
Comments
'The Global Expansion of Corporate Criminal Liability: Effective Enforcement Policy Across Legal Systems' - Samuel Buell: 3CL Travers Smith Seminar

'The Principle of Unjust Enrichment – A Comparative Perspective' - Alexander Schall: 3CL/CPLC Travers Smith Seminar

England is the first common law jurisdiction that has recognised the principle of unjust enrichment. However, unjust enrichment remains controversial. Robert Stevens (2018) 134 LQR 574 even spoke of an “unjust enrichment disaster”. Comparative law can contribute to the continuing debate. Over the centuries, (German) civil law has moved from the Pomponian sentence “Iure naturae aequum est neminem fieri cum alterius detrimento et inuria locupletiorem” to a principle of unjustified enrichment defined as a rechtsgrundlose, unmittelbare Vermögensverschiebung (= direct shift of value/wealth lacking legal ground). Developed by Friedrich Carl von Savigny and adopted by Franz Philipp von Kübel, it became the basis of the German law in §§ 812 BGB. Both the English and the Savignian principle share the central feature of a “direct shift of value/wealth”. Therefore, it is interesting to see why the Savignian principle was overcome in Germany. It may be even more interesting to see how...

39 MINJAN 29
Comments
'The Principle of Unjust Enrichment – A Comparative Perspective' - Alexander Schall: 3CL/CPLC Travers Smith Seminar

'Liability for Seriously Flawed Corporate Cultures' - Jennifer Hill: 3CL Travers Smith Seminar

Jennifer Hill is Professor of Corporate Law at the University of Sydney Law School, and a Visiting Fellow at Clare Hall. She has held visiting teaching and research positions at leading international institutions, including Cambridge University; Cornell University; Duke University; NYU Law School; University of Virginia, University of Texas, and Vanderbilt University. Jennifer is a Research Member of the European Corporate Governance Institute (ECGI), where she sits on the Research Committee and chairs the Research Member Engagement Committee. She is a Fellow of the Australian Academy of Law (AAL), a member of the External Advisory Panel of the Australian Securities and Investments Commission (ASIC) and a Research Fellow of the British Academy's Future of the Corporation Programme.

41 MIN2018 NOV 23
Comments
'Liability for Seriously Flawed Corporate Cultures' - Jennifer Hill: 3CL Travers Smith Seminar

'The Case for Abolishing Deposit Insurance Limits' - Jay Cullen: 3CL Travers Smith Seminar

Dr Jay Cullen is a Reader in Banking Law and Financial Regulation at the University of Sheffield, and Director of the Sheffield Institute for Corporate and Commercial Law (SICCL). His principal area of expertise is bank capital and liquidity regulation, and the effects of bank credit on real estate markets. He has also written on bankers' compensation and bank corporate governance, and is the author of Executive Compensation in Imperfect Financial Markets (2014, Edward Elgar). Dr Cullen’s work on bank leverage and corporate governance has been quoted by the Financial Times, the Bank of England and the European Commission. In addition, he has acted as a consultant to NGOs on EU financial regulation, and is an associated expert at both the Institute for New Economic Thinking and Finance Watch. Dr Cullen has also held visiting academic positions at Columbia University and the University of Oslo.

49 MIN2018 NOV 14
Comments
'The Case for Abolishing Deposit Insurance Limits' - Jay Cullen: 3CL Travers Smith Seminar

'Revisiting the Case for Employee Participation in Corporate Governance' - Andreas Kokkinis: 3CL Travers Smith Seminar

Dr Andreas Kokkinis of the University of Warwick gave a lecture entitled "Revisiting the Case for Employee Participation in Corporate Governance" on 30 November 2018 at the Faculty of Law as a guest of 3CL. In this seminar, Dr Kokkinis revisits the theory of firm ownership to examine the potential economic benefits of employee participation in corporate governance. Contrary to the standard corporate contractarian claim that employee participation is inefficient, because it does not arise frequently as a result of market forces, he demonstrates that the supposed superiority of the current Anglo-American system cannot be logically deduced. Some level of employee participation can be optimal for some firms, and available evidence indicates that participation brings advantages in terms of productivity. To understand the nature of these advantages and the best way to design a legal framework for participation, Dr Kokkinis conducts a case study of the German system of codetermination. Tak...

42 MIN2018 OCT 31
Comments
'Revisiting the Case for Employee Participation in Corporate Governance' - Andreas Kokkinis: 3CL Travers Smith Seminar

'The Foundations of Anglo-American Corporate Fiduciary Law: Connected Assets and the Idea of Property' - David Kershaw: 3CL Travers Smith Seminar

David Kershaw (Professor of Law at the LSE) gave a lecture entitled "The Foundations of Anglo-American Corporate Fiduciary Law: Connected Assets and the Idea of Property" on 23 October 2018 at the Faculty of Law as a guest of 3CL. David Kershaw is the author of 'The Foundations of Anglo-American Corporate Fiduciary Law' (CUP, 2018), 'Principles of Takeover Regulation' (OUP, 2016), and 'Company Law in Context: Text and Materials', 2nd ed. (OUP, 2012). Prior to his academic career, he qualified as a Solicitor at Herbert Smith, London and practised corporate law in the Mergers & Acquisitions Group of Shearman & Sterling in New York and London. In this seminar, Professor Kershaw will address one of the key themes of his most recent book 'The Foundations of Anglo-American Corporate Fiduciary Law', published in August of this year. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/

41 MIN2018 OCT 24
Comments
'The Foundations of Anglo-American Corporate Fiduciary Law: Connected Assets and the Idea of Property' - David Kershaw: 3CL Travers Smith Seminar

'Beyond private ordering: Rethinking corporate governance as a subject of legal enquiry' - Marc Moore: 3CL Lecture

Marc Moore, Senior Lecturer at University College London, gave a lecture entitled "Beyond Private Ordering: Rethinking Corporate Governance as a Subject of Legal Enquiry" on Tuesday, 28th February 2012 at the Faculty of Law as a guest of 3CL. Marc's interests are in company law, corporate governance and capital markets, especially theory of the firm and the legitimacy of managerial decision-making power in public companies. For more information see the Centre for Corporate and Commercial Law website at: http://www.3cl.law.cam.ac.uk/

54 MIN2018 SEP 3
Comments
'Beyond private ordering: Rethinking corporate governance as a subject of legal enquiry' - Marc Moore: 3CL Lecture

'Central Clearing of Financial Contracts' - Steven Schwarcz: 3CL Travers Smith Seminar

Post-financial-crisis regulation requires that derivatives contracts be cleared and settled through central counterparties, such as clearing houses affiliated with derivatives and commodities exchanges, in order to try to reduce systemic risk in the financial system. This seminar asks whether regulators should also require the central clearing of non-derivative financial contracts. The seminar will begin by discussing central clearing of financial contracts and its ability to reduce systemic risk. We'll then examine the regulatory and economic efficiency implications, both for current requirements to centrally clear derivatives contracts and thereafter for analyzing whether to extend central clearing to non-derivative financial contracts.

35 MIN2018 MAR 14
Comments
'Central Clearing of Financial Contracts' - Steven Schwarcz: 3CL Travers Smith Seminar