Pub Date : 2021-02-26DOI: 10.1080/14735970.2021.1959990
J. S. Liptrap
ABSTRACT The community interest company (CIC) is designed for private actors seeking to engage in pro-social entrepreneurship and investment for public benefit. Although there are a handful of studies that focus on the CIC, knowledge gaps remain in the legal literature. The aim of this article is to fill two of those gaps. First, it shines a spotlight on the political drivers that spurred the CIC. Second, it offers a comprehensive analytical model of the CIC.
{"title":"British social enterprise law","authors":"J. S. Liptrap","doi":"10.1080/14735970.2021.1959990","DOIUrl":"https://doi.org/10.1080/14735970.2021.1959990","url":null,"abstract":"ABSTRACT The community interest company (CIC) is designed for private actors seeking to engage in pro-social entrepreneurship and investment for public benefit. Although there are a handful of studies that focus on the CIC, knowledge gaps remain in the legal literature. The aim of this article is to fill two of those gaps. First, it shines a spotlight on the political drivers that spurred the CIC. Second, it offers a comprehensive analytical model of the CIC.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"595 - 630"},"PeriodicalIF":1.1,"publicationDate":"2021-02-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46549876","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-02-15DOI: 10.1080/14735970.2021.1991090
S. Gomtsian
ABSTRACT Weak incentives to invest in shareholder oversight and limited resources confine stewardship by large institutional investors. According to an influential argument, activist shareholders can offer a solution by supplying large investment (asset) managers with company-specific information. This article questions the potential informational role of traditional activist campaigns initiated by hedge funds – the most prominent group of activist shareholders – for the purposes of stewardship by large institutional investors by showing that these two groups of shareholders have different visions of stewardship with little scope for interactions. Consistent with this argument, data from the FTSE 350 companies, the UK's largest listed firms, show that associations between activist demands and the voting behaviour of top investment managers vary based on activist types and demand topics. Demands initiated by hedge funds and on business and operating matters receive less support. These findings have important implications for shareholder stewardship and for corporate law reform.
{"title":"Different visions of stewardship: understanding interactions between large investment managers and activist shareholders","authors":"S. Gomtsian","doi":"10.1080/14735970.2021.1991090","DOIUrl":"https://doi.org/10.1080/14735970.2021.1991090","url":null,"abstract":"ABSTRACT Weak incentives to invest in shareholder oversight and limited resources confine stewardship by large institutional investors. According to an influential argument, activist shareholders can offer a solution by supplying large investment (asset) managers with company-specific information. This article questions the potential informational role of traditional activist campaigns initiated by hedge funds – the most prominent group of activist shareholders – for the purposes of stewardship by large institutional investors by showing that these two groups of shareholders have different visions of stewardship with little scope for interactions. Consistent with this argument, data from the FTSE 350 companies, the UK's largest listed firms, show that associations between activist demands and the voting behaviour of top investment managers vary based on activist types and demand topics. Demands initiated by hedge funds and on business and operating matters receive less support. These findings have important implications for shareholder stewardship and for corporate law reform.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"151 - 195"},"PeriodicalIF":1.1,"publicationDate":"2021-02-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48122747","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-01-18DOI: 10.1080/14735970.2020.1870843
Min Yan
ABSTRACT The recent revival of dual class shares in the US and reforms in the leading financial centres in Asia to accommodate listings with such share structures, has brought the spotlight back to them. While there are contradictory standpoints regarding the implication of separating insiders’ control from their cash flow rights, the ongoing debate over the viability of dual class shares has largely been shifted to how to restrain the associated governance risks. Measures such as sunset provisions and limitation of voting differentials are designed to restrain the control stemming from multiple voting shares and provide mandatory safeguards to holders of inferior voting shares. However, these safeguarding measures may compromise the value of differentiated voting arrangements. The extremely low percentage of new IPOs with dual class shares in Asia’s leading financial centres at least partly reflects the reduced attraction of such share structures when mandatory safeguards are stringent. Thus, this article argues that safeguarding measures are a double-edged sword, which not only help mitigate increased governance risks but also undermine the insulation of controllers from external investor and market influence; it calls for a more cautious use of such ex ante mechanisms in order that the initial purpose of permitting listings with dual class shares is not compromised.
{"title":"The myth of dual class shares: lessons from Asia’s financial centres","authors":"Min Yan","doi":"10.1080/14735970.2020.1870843","DOIUrl":"https://doi.org/10.1080/14735970.2020.1870843","url":null,"abstract":"ABSTRACT The recent revival of dual class shares in the US and reforms in the leading financial centres in Asia to accommodate listings with such share structures, has brought the spotlight back to them. While there are contradictory standpoints regarding the implication of separating insiders’ control from their cash flow rights, the ongoing debate over the viability of dual class shares has largely been shifted to how to restrain the associated governance risks. Measures such as sunset provisions and limitation of voting differentials are designed to restrain the control stemming from multiple voting shares and provide mandatory safeguards to holders of inferior voting shares. However, these safeguarding measures may compromise the value of differentiated voting arrangements. The extremely low percentage of new IPOs with dual class shares in Asia’s leading financial centres at least partly reflects the reduced attraction of such share structures when mandatory safeguards are stringent. Thus, this article argues that safeguarding measures are a double-edged sword, which not only help mitigate increased governance risks but also undermine the insulation of controllers from external investor and market influence; it calls for a more cautious use of such ex ante mechanisms in order that the initial purpose of permitting listings with dual class shares is not compromised.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"397 - 432"},"PeriodicalIF":1.1,"publicationDate":"2021-01-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1870843","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47247889","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-01-02DOI: 10.1080/14735970.2020.1844536
Eleanore Hickman
ABSTRACT The principle of being valued, in the employment context, according to effort and talent is appealing. Despite its appeal in principle, a consideration of the construction and application of merit in practice reveal fundamental underlying issues. Examined here in the context of corporate boards, it is argued that the meritocratic ideal can be more harmful than helpful. Human capital (including social and cultural capital) is decisive in merit-based decisions. But human capital is also flawed because measuring people in this way fails to account for structural inequalities. So long as boards are guided to implement and disclose a merit-based appointment policy, without sufficient focus on outcomes, they will continue to lack diversity of gender, ethnicity and socio-economic background. Even to the extent that it is possible to make a truly merit-based appointment, the privilege upon which human capital and merit is built makes truly meritocratic boards an impossibility in the current context. Despite these problems, a lack of feasible alternatives necessitates the continued use of merit. It is argued here that modifications should be made to the meaning and usage of merit in practice in order to mitigate its failings.
{"title":"The problems with appointing on merit. A human capital analysis","authors":"Eleanore Hickman","doi":"10.1080/14735970.2020.1844536","DOIUrl":"https://doi.org/10.1080/14735970.2020.1844536","url":null,"abstract":"ABSTRACT The principle of being valued, in the employment context, according to effort and talent is appealing. Despite its appeal in principle, a consideration of the construction and application of merit in practice reveal fundamental underlying issues. Examined here in the context of corporate boards, it is argued that the meritocratic ideal can be more harmful than helpful. Human capital (including social and cultural capital) is decisive in merit-based decisions. But human capital is also flawed because measuring people in this way fails to account for structural inequalities. So long as boards are guided to implement and disclose a merit-based appointment policy, without sufficient focus on outcomes, they will continue to lack diversity of gender, ethnicity and socio-economic background. Even to the extent that it is possible to make a truly merit-based appointment, the privilege upon which human capital and merit is built makes truly meritocratic boards an impossibility in the current context. Despite these problems, a lack of feasible alternatives necessitates the continued use of merit. It is argued here that modifications should be made to the meaning and usage of merit in practice in order to mitigate its failings.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"109 - 134"},"PeriodicalIF":1.1,"publicationDate":"2021-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1844536","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43400513","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2020-11-23DOI: 10.1080/14735970.2020.1834265
Akanksha Jumde
ABSTRACT This article is a critique on the state of compliance with the Indian CSR regulatory framework by companies in India, based on a qualitative content analysis of their self-reported CSR-related disclosures for the 2018–19 financial year. This article reveals important findings related to the issues of how companies are complying with the Indian CSR law. Most significantly, this article uncovers that many companies are not complying with the spending as well as its other statutory requirements. Many companies demonstrate a ‘tick-box compliance' approach, with possible indications of circumventing the law for fulfilling self-interests. In particular, the government companies mainly undertake CSR activities in response to the national and state governments' directions. This article advocates the inclusion of systematic and detailed procedures to increase accountability and transparency in companies’ CSR activities. This article also calls for the establishment and an increased role of a specialised and independent regulatory watch-dog for auditing, monitoring and assessing the CSR activities of companies.
{"title":"The law on CSR in India: an analysis of its compliance by companies through corporate disclosures","authors":"Akanksha Jumde","doi":"10.1080/14735970.2020.1834265","DOIUrl":"https://doi.org/10.1080/14735970.2020.1834265","url":null,"abstract":"ABSTRACT This article is a critique on the state of compliance with the Indian CSR regulatory framework by companies in India, based on a qualitative content analysis of their self-reported CSR-related disclosures for the 2018–19 financial year. This article reveals important findings related to the issues of how companies are complying with the Indian CSR law. Most significantly, this article uncovers that many companies are not complying with the spending as well as its other statutory requirements. Many companies demonstrate a ‘tick-box compliance' approach, with possible indications of circumventing the law for fulfilling self-interests. In particular, the government companies mainly undertake CSR activities in response to the national and state governments' directions. This article advocates the inclusion of systematic and detailed procedures to increase accountability and transparency in companies’ CSR activities. This article also calls for the establishment and an increased role of a specialised and independent regulatory watch-dog for auditing, monitoring and assessing the CSR activities of companies.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"253 - 282"},"PeriodicalIF":1.1,"publicationDate":"2020-11-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1834265","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44244556","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
ABSTRACT When a company becomes factually insolvent but it is not yet subject to a formal insolvency proceeding, the shareholders - or the directors acting on their behalf - may engage, even in good faith, in various forms of behaviour that can divert or destroy value at the expense of the creditors. For this reason, many jurisdictions impose special directors’ duties in the zone of insolvency. From a sample of more than 25 countries from North America, Europe, Latin America, Africa, Middle East, and the Asia-Pacific, this article seeks to explore the most common regulatory models of directors’ duties in the zone of insolvency existing around the world. It concludes by providing various policy recommendations to design directors’ duties in the zone of insolvency across jurisdictions taking into account international divergences in corporate ownership structures, debt structures, level of financial development, efficiency of insolvency proceedings, and sophistication of the judiciary.
{"title":"Towards an optimal model of directors’ duties in the zone of insolvency: an economic and comparative approach","authors":"Aurelio Gurrea-Martínez","doi":"10.2139/ssrn.3717631","DOIUrl":"https://doi.org/10.2139/ssrn.3717631","url":null,"abstract":"ABSTRACT When a company becomes factually insolvent but it is not yet subject to a formal insolvency proceeding, the shareholders - or the directors acting on their behalf - may engage, even in good faith, in various forms of behaviour that can divert or destroy value at the expense of the creditors. For this reason, many jurisdictions impose special directors’ duties in the zone of insolvency. From a sample of more than 25 countries from North America, Europe, Latin America, Africa, Middle East, and the Asia-Pacific, this article seeks to explore the most common regulatory models of directors’ duties in the zone of insolvency existing around the world. It concludes by providing various policy recommendations to design directors’ duties in the zone of insolvency across jurisdictions taking into account international divergences in corporate ownership structures, debt structures, level of financial development, efficiency of insolvency proceedings, and sophistication of the judiciary.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"365 - 395"},"PeriodicalIF":1.1,"publicationDate":"2020-10-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47902872","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2020-10-06DOI: 10.1080/14735970.2020.1809161
C. Hawes
ABSTRACT One of China's best-known and most successful corporations is Huawei Technologies. Many view Huawei with suspicion, alleging that its opaque structure conceals ties with the Chinese government and Communist Party. However, Huawei claims to be a private corporation controlled by its employees and operating in a purely commercial way. This paper demonstrates how Huawei's strange ownership structure evolved via a series of adaptive survival mechanisms within a state-dominated political and corporate ecosystem. These included profit sharing joint ventures with state-owned enterprises and officials, co-opting a Communist Party branch within the firm, and doing an end run around the PRC Company Law with 'virtual' employee shares. Placing Huawei within this Chinese ecosystem challenges simplistic accounts of top-down government or Party control over the firm. Yet the compromises that ensured Huawei's growth and protection from predation have become maladaptive within the global political ecosystem, where China is increasingly viewed as a threat.
{"title":"Why is Huawei’s ownership so strange? A case study of the Chinese corporate and socio-political ecosystem","authors":"C. Hawes","doi":"10.1080/14735970.2020.1809161","DOIUrl":"https://doi.org/10.1080/14735970.2020.1809161","url":null,"abstract":"ABSTRACT One of China's best-known and most successful corporations is Huawei Technologies. Many view Huawei with suspicion, alleging that its opaque structure conceals ties with the Chinese government and Communist Party. However, Huawei claims to be a private corporation controlled by its employees and operating in a purely commercial way. This paper demonstrates how Huawei's strange ownership structure evolved via a series of adaptive survival mechanisms within a state-dominated political and corporate ecosystem. These included profit sharing joint ventures with state-owned enterprises and officials, co-opting a Communist Party branch within the firm, and doing an end run around the PRC Company Law with 'virtual' employee shares. Placing Huawei within this Chinese ecosystem challenges simplistic accounts of top-down government or Party control over the firm. Yet the compromises that ensured Huawei's growth and protection from predation have become maladaptive within the global political ecosystem, where China is increasingly viewed as a threat.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"1 - 38"},"PeriodicalIF":1.1,"publicationDate":"2020-10-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1809161","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49500056","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2020-08-20DOI: 10.1080/14735970.2020.1803784
Jonathan Hardman
ABSTRACT Scottish limited partnerships (SLPs) have been the focus of much negative attention. Recent developments appear to have slowed the speed of incorporation of new SLPs. However, this article argues that current reforms may not help tackle existing fraudulent SLPs. This does not matter: viewing SLPs as general partnerships with some additional features, arguably fraudulent SLPs have ceased to exist, and offshored SLPs may have lost their separate legal personality. That this has been so far missed can be traced to current organisational theory. This article identifies the implications of reconceptualising the SLP for wider organisational theory and identifies options for state gift thinkers to reformulate their wider claims. Either the claim that separate legal personality derives from the state needs to be diluted to near tautology, or it needs to be limited in geographical extent.
{"title":"Reconceptualising Scottish limited partnership law","authors":"Jonathan Hardman","doi":"10.1080/14735970.2020.1803784","DOIUrl":"https://doi.org/10.1080/14735970.2020.1803784","url":null,"abstract":"ABSTRACT Scottish limited partnerships (SLPs) have been the focus of much negative attention. Recent developments appear to have slowed the speed of incorporation of new SLPs. However, this article argues that current reforms may not help tackle existing fraudulent SLPs. This does not matter: viewing SLPs as general partnerships with some additional features, arguably fraudulent SLPs have ceased to exist, and offshored SLPs may have lost their separate legal personality. That this has been so far missed can be traced to current organisational theory. This article identifies the implications of reconceptualising the SLP for wider organisational theory and identifies options for state gift thinkers to reformulate their wider claims. Either the claim that separate legal personality derives from the state needs to be diluted to near tautology, or it needs to be limited in geographical extent.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"179 - 217"},"PeriodicalIF":1.1,"publicationDate":"2020-08-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1803784","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43371469","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2020-08-10DOI: 10.1080/14735970.2020.1791534
J. Varzaly
ABSTRACT This article examines the empirical incidence of the private and public enforcement of disclosure laws in Australia. Disclosure laws aim to ensure the reduction of information asymmetries and the accuracy of share prices, but their success is predicated on enforcement. In order to assess the enforcement landscape, this article presents two new disclosure law action datasets comprising both private and public enforcement for further examination. In light of these findings, this article addresses the question of whether the Australian system of enforcement is effective, by reference to whether the enforcement actions compensate, deter, and signal. Overall, the empirical analysis confirms the signalling function of enforcement, shows that there is likely to be a reasonable degree of deterrence where directors are targeted, however, that the compensation rationale is not met. This results in a moderately effective enforcement framework with notable room for improvement across both modalities of enforcement.
{"title":"The effectiveness of disclosure law enforcement in Australia","authors":"J. Varzaly","doi":"10.1080/14735970.2020.1791534","DOIUrl":"https://doi.org/10.1080/14735970.2020.1791534","url":null,"abstract":"ABSTRACT This article examines the empirical incidence of the private and public enforcement of disclosure laws in Australia. Disclosure laws aim to ensure the reduction of information asymmetries and the accuracy of share prices, but their success is predicated on enforcement. In order to assess the enforcement landscape, this article presents two new disclosure law action datasets comprising both private and public enforcement for further examination. In light of these findings, this article addresses the question of whether the Australian system of enforcement is effective, by reference to whether the enforcement actions compensate, deter, and signal. Overall, the empirical analysis confirms the signalling function of enforcement, shows that there is likely to be a reasonable degree of deterrence where directors are targeted, however, that the compensation rationale is not met. This results in a moderately effective enforcement framework with notable room for improvement across both modalities of enforcement.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"135 - 177"},"PeriodicalIF":1.1,"publicationDate":"2020-08-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1791534","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"59839516","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2020-08-10DOI: 10.1080/14735970.2020.1810891
Jonathan Chan
ABSTRACT Self-regulation relies on private ordering, whereby private actors make and enforce rules governing their conduct. Private ordering is not outside the reach of public law principles, making the certainty of private ordering dependent on the predictability of whether public law principles apply. This article examines the London Stock Exchange's self-regulation of AIM (Alternative Investment Market), arguing that doctrinal uncertainty over the availability of judicial review undermines private ordering by hindering informed ex ante bargaining and contracting. Public law uncertainty imposes transaction costs on self-regulatory actors who must reappraise or revise their contracts to account for unpredictable public law obligations, such as when the LSE doubled the length of the AIM Disciplinary Handbook in 2018 following an unsuccessful claim for judicial review. This article concludes that regulation on AIM is not likely sufficiently public to be amenable to judicial review, which would increase certainty of contracting in the financial system.
{"title":"The relevance of public law to private ordering: the consequences of uncertain judicial review for stock exchange self-regulation","authors":"Jonathan Chan","doi":"10.1080/14735970.2020.1810891","DOIUrl":"https://doi.org/10.1080/14735970.2020.1810891","url":null,"abstract":"ABSTRACT Self-regulation relies on private ordering, whereby private actors make and enforce rules governing their conduct. Private ordering is not outside the reach of public law principles, making the certainty of private ordering dependent on the predictability of whether public law principles apply. This article examines the London Stock Exchange's self-regulation of AIM (Alternative Investment Market), arguing that doctrinal uncertainty over the availability of judicial review undermines private ordering by hindering informed ex ante bargaining and contracting. Public law uncertainty imposes transaction costs on self-regulatory actors who must reappraise or revise their contracts to account for unpredictable public law obligations, such as when the LSE doubled the length of the AIM Disciplinary Handbook in 2018 following an unsuccessful claim for judicial review. This article concludes that regulation on AIM is not likely sufficiently public to be amenable to judicial review, which would increase certainty of contracting in the financial system.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"219 - 251"},"PeriodicalIF":1.1,"publicationDate":"2020-08-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1080/14735970.2020.1810891","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42451783","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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