UCL Jurisprudence Review最新文献

Exit Consent Solicitations Post-Assenagon: A Relic of the Past? assenagon后的退出同意请求:过去的遗迹?

UCL Jurisprudence Review Pub Date : 2020-08-04 DOI: 10.14324/111.2052-1871.128

Tsano Kanchev

{"title":"Exit Consent Solicitations Post-Assenagon: A Relic of the Past?","authors":"Tsano Kanchev","doi":"10.14324/111.2052-1871.128","DOIUrl":"https://doi.org/10.14324/111.2052-1871.128","url":null,"abstract":"To download this paper, please click here . This case note considers the Assenagon judgment, which reviewed the position of exit consent solicitations in English law. Exit consent solicitation is a restructuring technique utilised in cases where a company in financial distress seeks to reorganise its debts, more specifically its bonds. In order to avoid the strenuous process of insolvency, such bond issuers put forward an exchange offer, which permits the swap of distressed bonds for newly issued ones. The exchange offer is then coupled with an exit consent, which makes it a condition of the exchange that the bondholders firstly agree to an amendment of the original terms of the defaulting bonds. Such a move allows the issuer to reorganise its financial affairs in order to keep the company afloat. Briggs J did not see the purpose of exit consents positively. He held in Assenagon that such an exchange offer coupled with exit consents was invalid by virtue of the ‘abuse principle’ as the majority, at the invitation of the issuer, took part in ‘coercing’ the minority to swap their bonds. This case note outlines the key elements of Briggs J’s ruling and discusses the future of exit consents post-Assenagon.","PeriodicalId":393147,"journal":{"name":"UCL Jurisprudence Review","volume":"207 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-08-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126976269","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}

引用次数: 0

Commercial Impracticability under the Indian Law of Contract 印度合同法下的商业不可行性

UCL Jurisprudence Review Pub Date : 2018-06-13 DOI: 10.14324/111.2052-1871.105

Saloni Khanderia

{"title":"Commercial Impracticability under the Indian Law of Contract","authors":"Saloni Khanderia","doi":"10.14324/111.2052-1871.105","DOIUrl":"https://doi.org/10.14324/111.2052-1871.105","url":null,"abstract":"The present era of heightened liberalisation has encouraged an increasing number of jurisdictions across the globe to offer some respite to the parties to a contract when they experience a subsequent and unforeseen change in circumstance in the form of hardship. However, there is sufficient judicial dicta in India – a common law jurisdiction – to detect a certain hostility to recognising any such situation that is short of impossibility within the definition of section 56 of the Indian Contract Act 1872. The blind application of traditional common law principles has proven to be unsuitable to resolving the predicaments arising in modern-day contracts, which are often affected by inflation and other legal or political changes that have the potential to alter the contracted price of performance to the detriment of one party. The present author suggests that the Indian courts should begin to refer to the International Institute for the Unification of Private Law’s (UNIDROIT) approach espoused in its Principles on International Commercial Contracts (the UPICC). Unlike the Indian law of contract, the UPICC adopts a dichotomy between the theories of hardship and force majeure, and consequently provides different solutions to address these matters. Employing the UPICC as a gap-filler will assist the Indian courts in interpreting these issues according to well-defined and internationally accepted standards so that the parties can receive fair and adequate relief when the performance of their contract has been affected by hardship. For full text, please click here","PeriodicalId":393147,"journal":{"name":"UCL Jurisprudence Review","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-06-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133302576","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}

引用次数: 1

Legality of Attacks against Human Shields in Armed Conflict 武装冲突中攻击人体盾牌的合法性

UCL Jurisprudence Review Pub Date : 2017-04-26 DOI: 10.14324/111.2052-1871.083

Eduard Hovsepyan

引用次数: 0

Applying Dworkin’s Legal Philosophy contra Islamist Ideology: Sharī‘ah as a Matter of Interpretation (Ijtihād) and Ethics (ilm al-akhlāq) 运用德沃金的法律哲学对抗伊斯兰主义意识形态:作为解释问题的shari ' ah (Ijtihād)和伦理学(ilm al-akhlāq)

UCL Jurisprudence Review Pub Date : 2017-04-26 DOI: 10.14324/111.2052-1871.080

N. Swazo

{"title":"Applying Dworkin’s Legal Philosophy contra Islamist Ideology: Sharī‘ah as a Matter of Interpretation (Ijtihād) and Ethics (ilm al-akhlāq)","authors":"N. Swazo","doi":"10.14324/111.2052-1871.080","DOIUrl":"https://doi.org/10.14324/111.2052-1871.080","url":null,"abstract":"Observers of contemporary politics know that Islamic extremism presents “the West” with a serious challenge of national and international security consequent to terrorist events of recent time. In addition to constabulary and military responses, there remains the more fundamental question about how to understand Islamist ideology and how counter-narratives might be framed in the interest of law and morality, especially in Muslim-minority nation-states. One of the central problems with Islamist ideology is a narrow and dogmatic conception of Islamic law. Tariq Ramadan is an example of a contemporary Islamic scholar concerned with Islamic reform. Ronald Dworkin is one of the most prominent of recent philosophers of law immersed in the Western legal tradition. Both scholars appreciate the linkage of law and morality, in which case the parameters of a counter-narrative to Islamist ideology may be found by juxtaposing some fundamentals of interpretation that each scholar presents in his work. This article attempts to show how and why the concept of law presented by Islamist ideology is flawed and why the methods of Islamic jurisprudence require attention to Islamic ethics as well. For full text, please click here","PeriodicalId":393147,"journal":{"name":"UCL Jurisprudence Review","volume":"57 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-04-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122714330","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}

引用次数: 0

The Legal Measures against the Abuse of Separate Corporate Personality and Limited Liability by Corporate Groups: The scope of Chandler v Cape plc and Thompson v Renwick Group plc 反对公司集团滥用公司人格分离和有限责任的法律措施——以Chandler诉Cape plc和Thompson诉Renwick Group plc案为例

UCL Jurisprudence Review Pub Date : 2017-04-26 DOI: 10.14324/111.2052-1871.079

Daisuke Ikuta

{"title":"The Legal Measures against the Abuse of Separate Corporate Personality and Limited Liability by Corporate Groups: The scope of Chandler v Cape plc and Thompson v Renwick Group plc","authors":"Daisuke Ikuta","doi":"10.14324/111.2052-1871.079","DOIUrl":"https://doi.org/10.14324/111.2052-1871.079","url":null,"abstract":"While the scope of ‘veil lifting’ has been severely restricted in UK case law, two recent notable judgments, Chandler v Cape Plc and Thompson v Renwick Group Plc, have held that a parent company could owe tortious liability for the health and safety of its subsidiary’s employees. This article contends that the legal principle recognised in Chandler and Thompson could successfully prevent corporate group abuses of separate corporate personality and limited liability, when combined with ‘veil lifting’ and protection against misrepresentation in UK law. With reference to the theoretical justification of limited liability, there are three circumstances in which limited liability should not apply: ex ante opportunism, ex post opportunism and in relation to involuntary creditors. Most cases in the former two categories can be dealt with by applying existing UK legislation and case law concerning misrepresentation and ‘veil piercing’. The final category can be dealt with by Chandler’s direct tortious liability regime if it is appropriately refined. This paper proposes an integrated understanding of Caparo’s three requirements for establishing a duty of care, namely foreseeability, proximity and fairness, and four-group categorisation, namely reliance on superior knowledge, confusing representation, business integration and fairness for other reasons, in which the parent’s direct tortious liability should be recognised.","PeriodicalId":393147,"journal":{"name":"UCL Jurisprudence Review","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-04-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124852363","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}

引用次数: 0

An Economic Analysis of the Liability of Credit Rating Agencies: A Positive Inquiry from a Kaldor-Hicks Efficiency Perspective 信用评级机构负债的经济分析:卡尔多-希克斯效率视角下的实证探究

UCL Jurisprudence Review Pub Date : 2017-04-26 DOI: 10.14324/111.2052-1871.077

J. Yee

引用次数: 1

RELIEF OF FORFEITURE: EQUITY’S ANOMALOUS INTERVENTION FOLLOWING AN EVENT OF DEFAULT 没收的救济:违约事件后股权的异常干预

UCL Jurisprudence Review Pub Date : 2016-10-04 DOI: 10.14324/111.2052-1871.072

Michael Kokkinoftas

引用次数: 0

BUILDING A BETTER BOOKBUILDING SYSTEM – AN EXAMINATION OF THE UK’S BOOKBUILDING REGIME AND PROPOSED REFORMS 建立一个更好的簿记制度-对英国簿记制度和拟议改革的审查

UCL Jurisprudence Review Pub Date : 2016-10-04 DOI: 10.14324/111.2052-1871.071

Li Jing

引用次数: 0

THE TREATMENT OF ASYMMETRIC JURISDICTION CLAUSES IN FINANCIAL CONTRACTS IN FRANCE AND ENGLAND 法英两国金融合同中管辖权不对称条款的处理

UCL Jurisprudence Review Pub Date : 2016-10-04 DOI: 10.14324/111.2052-1871.074

Tolek Petch

引用次数: 2

Contextualising Short-Termism: Does the Corporate Legal Landscape Facilitate Managerial Myopia? 背景化的短视主义:公司法律环境会助长管理短视吗?

UCL Jurisprudence Review Pub Date : 2016-10-04 DOI: 10.14324/111.2052-1871.073

Andrea Bowdren

{"title":"Contextualising Short-Termism: Does the Corporate Legal Landscape Facilitate Managerial Myopia?","authors":"Andrea Bowdren","doi":"10.14324/111.2052-1871.073","DOIUrl":"https://doi.org/10.14324/111.2052-1871.073","url":null,"abstract":"Despite the media attention lavished on short-termism, the UK perspective has not enjoyed any sustained examination of the sort Professor Mark Roe has undertaken in the US. The short-termist view provides that substantial weight is placed on current profits, leading to companies being managed according to these same short-term horizons, through transmission mechanisms from market to boardroom. This paper analyses whether short-termism in listed companies should affect corporate lawmaking in the UK. It examines market behaviour and the legal landscape, and the extent to which they dissuade or stimulate the corporate search for instant gratification. This paper assesses hostile takeovers, executive remuneration and shareholder activism as potential transmission mechanisms for short-termism. It finds that the first two are particularly effective mechanisms, while the third is circumscribed by the costs of collective action and rational apathy. The conclusion is that short-termism in listed companies should affect regulatory and legislative proposals in the UK. Breaking transmission mechanisms is crucial to prevent short-termism in corporate decision-making. Regulatory proposals are therefore suggested, endorsing Main’s Career Shares and reform of the composition of remuneration committees.","PeriodicalId":393147,"journal":{"name":"UCL Jurisprudence Review","volume":"2020 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130369023","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}

引用次数: 1