English & Commonwealth Law eJournal最新文献

{"title":"Consequences of Mandatory Quarterly Reporting: The U.K. Experience","authors":"Suresh Nallareddy, Robert C. Pozen, Shivaram Rajgopal","doi":"10.2139/ssrn.2817120","DOIUrl":"https://doi.org/10.2139/ssrn.2817120","url":null,"abstract":"The Securities and Exchange Commission (SEC) is considering the pros and cons of moving to semi-annual reporting from quarterly reporting at least for certain segments of the market. However, documenting causal evidence on the consequences of mandatory quarterly reporting has been difficult, due to either the absence of a clear exogenous shock or older data. We exploit the start of mandatory quarterly reporting by the Financial Conduct Authority (FCA) in 2007 and the end of the requirement in 2014 in the United Kingdom to examine corporate and capital market behavior. After imposition of mandatory quarterly reporting in 2007, we find (i) a dramatic decline in the number of companies that issue reports with quantitative information (defined as including both sales and earnings numbers for the quarter); (ii) a substantial increase in companies announcing managerial guidance for the upcoming year's earnings or sales; and (iii) an increase in analyst following for all sample companies. However, using a difference-in-differences analysis, we find that the imposition of mandatory quarterly reporting has virtually no impact on firms’ investment decisions. Companies that voluntarily moved back from quarterly to semi-annual reporting after 2014 have experienced a reduction in analyst coverage, but no detectable increases in their levels of corporate investments.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133956269","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Patent and Copyright Exhaustion in England circa 1800","authors":"Tomas Gomez-Arostegui","doi":"10.2139/SSRN.2905847","DOIUrl":"https://doi.org/10.2139/SSRN.2905847","url":null,"abstract":"In this Article, I examine and reject the claim, made by the United States Supreme Court, that the first-sale doctrine is a “common-law doctrine with an impeccable historic pedigree” that reaches as far back as the 17th century and that “makes no geographical distinctions.” The Supreme Court’s depiction of the common law formed an important basis for the Court’s recent copyright decision in Kirtsaeng v. John Wiley & Sons, Inc. (2013), and is likely to reappear and influence the Court in a patent case in which it has recently granted certiorari, Impression Products, Inc. v. Lexmark Int’l, Inc. At issue in Lexmark is whether gray-market goods embodying patented inventions can be imported or sold in the United States without the permission of the U.S. patent holder. Focusing on the state of English law during the long eighteenth century—that is to say, in the years before and just after Congress enacted the first copyright and patent statutes in 1790—this Article demonstrates that although a domestic first-sale (or exhaustion) principle was evident in litigation in English courts, the common law did not recognize international exhaustion. On the contrary, the common law observed foreign legal boundaries and permitted right owners and their licensees to stop gray-market goods that embodied intangible rights.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"98 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-02-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123015900","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Brexit, the Rule of Law, and Hayek's Spontaneous Order","authors":"Nadia E. Nedzel","doi":"10.2139/ssrn.2898270","DOIUrl":"https://doi.org/10.2139/ssrn.2898270","url":null,"abstract":"The Brexit vote surprised and even astonished a large number of people around the world who could not – and cannot – understand why citizens of the United Kingdom would vote to secede from the European Union. If, however, one understands not just the current problems the British citizenry believe the E.U. has caused them, but also understands the historical legal and cultural disconnect between England and the Continent, the Brexit decision is easier to understand. This article explores the spontaneous development of the English concept of the rule of law in context, in contrast to the Civilian rule through law. While the two legal traditions may have a lot in common, their conceptions of the relationship among man, law, and government differ. The Civilian system posits that law is given top-down by a legislature, and that rights given by the government are coupled with duties towards society on the part of citizens. In contrast, common law legal systems predicate that law grows from the bottom-up by way of judicial decision, that governmental and legislative powers are limited, and citizens tacitly consent to a government whose primary function is to protect their liberty.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-01-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127272306","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Securing the Legitimacy of Individual Sanctions in UK Competition Law","authors":"J. Galloway","doi":"10.54648/woco2017006","DOIUrl":"https://doi.org/10.54648/woco2017006","url":null,"abstract":"Traditional deterrence theory relies on a combination of probability and severity of punishment to impose a perception of sufficiently high costs to deter wrongdoing. Yet when a very high severity of punishment counters a low probability, disproportionate outcomes give rise to societal concerns about procedural fairness and justice, such that the law loses legitimacy. Any loss of legitimacy undermines would-be offenders’ normative commitment to, and voluntary compliance with, the law. The UK has encountered significant obstacles in efforts to enhance the deterrence of competition law. The Enterprise Act 2002 (EA02) and the Enterprise and Regulatory Reform Act 2013 (ERRA13) introduced individual sanctions, consisting of a criminal cartel offence and director disqualification orders, to deter anti-competitive behaviour. This article argues that poor drafting and prosecutorial failure are responsible for the failure to earn and secure the legitimacy of the cartel offence. Yet the greatest regulatory failure is not making fuller use of the disqualification powers, which have greater legitimacy. By following the approach suggested in this article the deterrent value and legitimacy of UK competition law would increase, and we would be closer to achieving the goals of the individual sanctions when they were introduced over 13 years ago.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"111 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-12-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128096227","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Deal Structure and Minority Shareholders","authors":"Afra Afsharipour","doi":"10.1017/9781108163965.003","DOIUrl":"https://doi.org/10.1017/9781108163965.003","url":null,"abstract":"Takeover transactions are often the most significant activity affecting corporations and their shareholders. Accordingly, there are intense debates about the value and impact of takeovers and the extent to which law should regulate such transactions. One area of focus for takeover regulation has been the potential impact of takeovers on minority shareholders. The focus on minority shareholders is not surprising as research suggests that laws which protect minority shareholders are associated with stronger financial markets. This chapter discusses three methods of effecting a takeover, focusing on tender offers, schemes of arrangement, and triangular mergers, and assesses both the theoretical and empirical literature on their impact on minority shareholders of bidders and targets. The chapter primarily focuses on how two common law jurisdictions, the United States (US), the United Kingdom (UK), govern such transactions. In each jurisdiction, lawmakers, regulators and courts have attempted to address the potential for harm to minority shareholders under various deal structures. At times, regulators have arrived at different sets of rules for different types of transaction structures. These rules often provide different rights for shareholders of bidders and targets, and vary among various transaction structures, even when economically similar transactions are undertaken.This chapter chronicles the use of regulatory and judicial tools to address the rights of minority shareholders under each particular structure in the US and UK. An important regulatory concern in designing laws to govern various deal structures is the balance between shareholder interests and the costs of imposing legal requirements. What is clear is that the US and UK have arrived at different tools to address minority shareholder rights in each of these transactions. While the UK takeover regime focuses primarily on ex ante regulation, the US system uses some ex ante regulation but focuses primarily on ex post policing through the courts. What is less clear and needs further empirical enquiry is which of the tools used in the US and UK regimes better protect minority shareholders. To date there have been few studies that empirically evaluate the differences between the US and UK rules. Nevertheless, a few insights are suggested by the empirical research chronicled in this chapter. First, despite the differences in each jurisdiction’s regime, target shareholders gain in takeover transactions in both jurisdictions, and in the US regime these gains are higher in tender offers than in mergers. Second, recent research suggests that the UK’s takeover rules better protect bidder shareholders in large transactions than US regulation which largely deprive bidder shareholders a role in acquisition transactions. Finally, the research on US transactions suggests that different legal treatment of economically similar acquisition structures may make a difference to minority shareholders.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"96 3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114270135","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Current Issues in Administrative Justice: Examining Administrative Review, Better Initial Decisions, and Tribunal Reform","authors":"Robert Thomas, Joe Tomlinson","doi":"10.2139/ssrn.2940783","DOIUrl":"https://doi.org/10.2139/ssrn.2940783","url":null,"abstract":"This report (co-authored with Professor Robert Thomas) emerged out of a research project — entitled “Administrative Justice: engaging with government to improve administrative decision-making” — funded by the Economic and Social Research Council Impact Acceleration Account. That project, and our report, was designed to explore three key issues: (1) how can government departments and public authorities raise the quality of their decision-making?; (2) how do internal administrative review systems operate?; and (3) what is the future of tribunals? The report offers some reflections on the operation of administrative justice. It draws on the shared learning and experiences of those involved with seminar discussions to identify elements of the system that have worked well and potential areas for improvement. Based on the discussions, we offer three core recommendations concerning each of our three question. These findings seek to contribute to the public debate and offer critical reflections on how to develop and improve the work of administrative justice in the future.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"132 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125473625","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Control Shifts via Share Acquisition Contracts with Shareholders","authors":"P. Davies","doi":"10.2139/ssrn.2873764","DOIUrl":"https://doi.org/10.2139/ssrn.2873764","url":null,"abstract":"This chapter contrasts the ‘contractual’ and the ‘corporate’ models of takeover or tender offer regulation. Under the former, the aim of the regulation is to preserve the takeover transaction as a straightforward contract between acquirer and target shareholders. Under the latter, whilst keeping the essential contractual mechanism in place, the regulation aims to inject into the transaction elements which would be present if the control shift were being brought about in a way which involved a corporate decision on the part of the target company. This design decision has to be taken in respect of both of the two main questions at the heart of takeover regulation. These are how to regulate relations between (a) the target management, on the one hand, and the acquirer and target shareholders on the other, and (b) between the acquirer, on the one hand, and target shareholders and target management on the other. A contractual approach suggests side-lining management under (a) and giving the acquirer a free hand as to the formulation of its offer under (b). A contractual approach under (b) is unattractive because it leaves the acquirer free to exploit coordination costs among the shareholders in a way which would not be possible in a corporate decision. Under (a), there is much more room for debate over the proposition that defensive measures by target management should be prohibited. This is because of the wide range of motives which may drive takeover offers, some of which promote the welfare of society as a whole and others do not or are doubtfully of benefit. Choosing a single overall rule, therefore, depends on the particular circumstances of the corporate governance facts and arrangements in a particular state or, even, a particular company. Finally, the chapter describes and seeks to explain the actual choices made in four jurisdictions: UK, US, Germany and Japan.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"2012 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121547970","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Brexit: Weighing Sovereign Gains and Losses","authors":"Jürg Martin Gabriel","doi":"10.2139/SSRN.2861106","DOIUrl":"https://doi.org/10.2139/SSRN.2861106","url":null,"abstract":"Theresa May has promised to make Britain once again ‘a sovereign and independent country.’ That is not as simple as it sounds. Brexit is bound to be accompanied by both gains and losses in sovereignty. By leaving the European Union the UK loses the co-decisional powers it has by virtue of participating in the EU’s supranational institutions. Whether the freedom gained can be used to enter into compensatory bilateral and multilateral free trade agreements, as Brexit proponents argue, is anything but certain. The purpose of this paper is to analyze the situation more closely. It begins in Part I with a definition of sovereignty, and in Part II goes on to examine the political situation prevailing in the UK and the EU. Part III, by looking at the upcoming negotiations, is an attempt to weigh de jure and de facto gains and losses. It is doubtful whether the massive Brexit effort will pay off. At the end of the day, Great Britain will hardly be more sovereign and independent.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"173 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122994164","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Brexit, Article 50 and the Contested British Constitution","authors":"Sionaidh Douglas-Scott","doi":"10.1111/1468-2230.12228","DOIUrl":"https://doi.org/10.1111/1468-2230.12228","url":null,"abstract":"This article discusses the early stages of the Art 50 TEU process, and those aspects that relate most clearly to British constitutional law. Its overarching theme is that the Brexit process is rendered highly problematic by the lack of any coherent conception of the British Constitution. Different parties settle on interpretations of constitutional law that support their case, but often there is no determinative answer. Three broad issues are examined in order to substantiate this claim: the EU Referendum, the triggering of Article 50, and the Devolution aspect of Brexit. I argue that each of these issues reveals tensions and competing constitutional interpretations that suggest that the British Constitution is ill-equipped to deal with Brexit.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125659711","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Equity and Administrative Behaviour: A Commentary","authors":"Timothy Endicott","doi":"10.1017/CBO9781316529706.019","DOIUrl":"https://doi.org/10.1017/CBO9781316529706.019","url":null,"abstract":"Professor Henry Smith argues against judicial exercise of a general ‘fix-it’ equity. He argues that a narrower ‘anti-opportunism’ equity can be seen at work in the processes and remedies and substantive standards of United States administrative law. In a response to his article in this collection of essays, I endorse his caution about ‘broad ex post’ attempts to do justice. I argue that the core of English administrative law developed at common law rather than at equity, that the fiduciary principle developed in Chancery has no general role to play in administrative law, and that Professor Smith’s narrow anti-opportunism version of equity remains in tension with the rule of law.","PeriodicalId":255520,"journal":{"name":"English & Commonwealth Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126073752","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}