John Lowry | University College London (original) (raw)
Papers by John Lowry
Deakin L. Rev., 2000
An enduring legacy of the corporate abuses of the 1980s is the ongoing worldwide corporate govern... more An enduring legacy of the corporate abuses of the 1980s is the ongoing worldwide corporate governance debate. The subject has generated a plethora of academic commentaries and a burgeoning list of consultation papers, reports and codes.' The term 'stakeholders' has become the mantra of the debate and the quest for some ideal model in which those who control the company are rendered properly and effectively accountable to its constituents continues to gather momentum. In Eng
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government responses to the corporate governance debate. It then examines the Sarbanes-Oxley Act that became law in the USA in July 2002; the UK Government's independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2020 including the UK Government Corporate Governance Reform programme and the latest developments in the UK Corporate Governance Code.
Law Trove, 2016
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with the regulatory regime governing corporate rescue and liquidations. It first considers two procedures that were introduced by the Insolvency Act 1986 aimed at implementing the objective of corporate rescue: the administration order and the company voluntary arrangement, the former of which has been fundamentally reformed by the Enterprise Act 2002. It then discusses voluntary winding-up by companies, members, and creditors under the 1986 Act, as well as the grounds on which the court may initiate compulsory winding-up. The chapter also examines the consequences of a winding-up petition on dispositions of company property; winding-up in the public interest; the duties and functions of the liquidator; provisions allowing avoidance of transactions entered into prior to liquidation; the personal liability ...
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on the rights and liabilities of a shareholder which are the incident of the general nature of a share, as well as his particular rights and liabilities by virtue of owning a particular type or class of share. It first considers the legal nature of a shareholding and the different types of share capital and typical class rights of a shareholder, as well as the statutory procedure required of a company before it can effect a variation of shareholders' class rights. Examples of classes of shares are then given, and preferential rights attached to preference shares are discussed. The chapter concludes by looking at European Union initiatives on shareholders' rights.
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the legal aspects of transactions made with those outside the company (called outsiders or third parties), with emphasis on how they are determined to be legitimate and binding on the company. It also discusses the ultra vires doctrine and the three particular issues that make it a very tricky problem for the courts; the inclusion of the benefit of the company criterion to the ultra vires issue; the reform of ultra vires; and the application of the general principles of agency in determining whether the company is bound by a particular transaction. The chapter concludes by analysing reforms in the Companies Act 2006 concerning the authority of directors to bind the company or authorise others to do so.
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter presents an overview of company law, first by considering the company's place within the various forms of business organisation. To get some comparative perspective on the relative merits of each type of organisation, three criteria for judging them are discussed: whether the form of business organisation facilitates investment in the business, mitigates or minimises the risk involved in the business venture, and whether it provides a clear organisational structure. Using these criteria, three forms of business organisation are analysed: the sole trader, a partnership, or a registered company. The chapter also explains the importance of the memorandum as part of the company's constitution, as well as the distinction between private companies and public companies. Finally, it outlines the benefits of forming a company as opposed to the sole trader or a partnership.
UCL logo UCL Discovery. ...
id=1346552. 2009] CREDIT DERIVATIVES ARE NOT “INSURANCE” 3 regulated.” New York State went even f... more id=1346552. 2009] CREDIT DERIVATIVES ARE NOT “INSURANCE” 3 regulated.” New York State went even further. On September 22, 2008, Governor David Patterson announced plans to regulate credit derivatives as insurance under the auspices of the state’s insurance department. New York State Insurance Commissioner Eric Dinallo then testified before a House Committee investigating credit derivatives: “the insurance regulator for New York is a relevant authority on credit default swaps,” because “[w]e believe . . . [they are] insurance.” Although New York has delayed its regulatory plans pending a federal review of credit derivative regulation, the question of whether credit derivatives are insurance remains an open and much bandied about one that needs to be analyzed. 3 60 Minutes: Wall Street’s Shadow Market; Credit default swaps (CBS television broadcast Oct. 5, 2008), available at http://www.cbsnews.com /stories/2008/10/05/60minutes/main4502454_page1.shtml. Dr. Greenberger argued that the ...
Corporate Board: role, duties and composition, 2006
It is suggested in the paper that section 176 is too compendious in its drafting. A consequence o... more It is suggested in the paper that section 176 is too compendious in its drafting. A consequence of this is that the declared objectives of the CLR to make the law comprehensible and, therefore, accessible is undermined. It fails to capture the essence of the principles that have emerged from the case law on the no-conflicts rule and the corporate opportunity. Further, the differing approaches towards the determination of liability by the Court of Appeal in Bhullar, on the one hand, and the more open textured approach towards the issue in Pyke, illustrates the dichotomy of the case law surrounding the corporate opportunity doctrine which the language of section 176 fails to resolve.
The Cambridge Law Journal, 2004
This article examines the implications of the E.C.J.'s decisions in Überseering and Inspire A... more This article examines the implications of the E.C.J.'s decisions in Überseering and Inspire Art against the background of the principal competing theories relating to lex societatis. It considers the tension between freedom of establishment (EC Treaty, arts 43 and 48) and the protective objectives of national corporate law regimes aimed at defeating the so-called Delaware effect. It goes on to argue that significant issues remain unresolved. More particularly, it questions whether creditor protection mechanisms contained in national insolvency laws will, in future, be viewed as obstacles to freedom of establishment.
International Review of Law, 2012
Part 10 of the UK Companies Act 2006 codifies the fiduciary and common law duties of directors as... more Part 10 of the UK Companies Act 2006 codifies the fiduciary and common law duties of directors as a means of addressing the key policy considerations which underpinned the company law reform project launched by the Labour Government in 1998. Focusing on the core fiduciary duty of loyalty and its corporate law manifestation in the form of the 'corporate opportunity doctrine', the article critically examines whether the statutory language adequately captures the totality of the duty as developed in the case law. It concludes that the formalistic language of the relevant provisions neither encompasses the breadth of the pre-existing jurisprudence nor addresses the policy objectives of the reform exercise.
The Cambridge Law Journal, 2009
This article is based on my paper delivered to the [Australian] Corporate Law Teachers Associatio... more This article is based on my paper delivered to the [Australian] Corporate Law Teachers Association 2009 Conference held in Sydney. I owe a debt of gratitude to the delegates for their insightful questions and comments. I also thank Arad Reisberg for his views on an earlier draft, I-san Tiaw for her research assistance and the anonymous referees for their helpful comments. The usual disclaimer applies. 1 In Item Software (UK) Ltd v. Fassihi [2005] 2 B.C.L.C. 91, Arden L.J., at [41], having noted that "the fundamental duty [of a director]… is the duty to act in what he in good faith considers to be the best interests of his company" concluded that this duty of loyalty is the "time-honoured" rule (citing Goulding J. in Mutual Life Insurance Co of New York v. Rank Organisation Ltd [1985] B.C.L.C. 11, at 21). Part 10 of the 2006 Act restates seven duties: duty to act within powers (s.171); duty to promote the success of the company (s.172); duty to exercise independent judgment (s.173); duty to exercise reasonable care, skill and diligence (s.174); duty to avoid conflicts of interest (s.175); duty not to accept benefits from third parties (s.176); duty to declare interest in proposed transaction or arrangement (s.177); (the duty to declare interest in an existing transaction or arrangement is laid down by s. 182).
Deakin L. Rev., 2000
An enduring legacy of the corporate abuses of the 1980s is the ongoing worldwide corporate govern... more An enduring legacy of the corporate abuses of the 1980s is the ongoing worldwide corporate governance debate. The subject has generated a plethora of academic commentaries and a burgeoning list of consultation papers, reports and codes.' The term 'stakeholders' has become the mantra of the debate and the quest for some ideal model in which those who control the company are rendered properly and effectively accountable to its constituents continues to gather momentum. In Eng
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government responses to the corporate governance debate. It then examines the Sarbanes-Oxley Act that became law in the USA in July 2002; the UK Government's independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2020 including the UK Government Corporate Governance Reform programme and the latest developments in the UK Corporate Governance Code.
Law Trove, 2016
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with the regulatory regime governing corporate rescue and liquidations. It first considers two procedures that were introduced by the Insolvency Act 1986 aimed at implementing the objective of corporate rescue: the administration order and the company voluntary arrangement, the former of which has been fundamentally reformed by the Enterprise Act 2002. It then discusses voluntary winding-up by companies, members, and creditors under the 1986 Act, as well as the grounds on which the court may initiate compulsory winding-up. The chapter also examines the consequences of a winding-up petition on dispositions of company property; winding-up in the public interest; the duties and functions of the liquidator; provisions allowing avoidance of transactions entered into prior to liquidation; the personal liability ...
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on the rights and liabilities of a shareholder which are the incident of the general nature of a share, as well as his particular rights and liabilities by virtue of owning a particular type or class of share. It first considers the legal nature of a shareholding and the different types of share capital and typical class rights of a shareholder, as well as the statutory procedure required of a company before it can effect a variation of shareholders' class rights. Examples of classes of shares are then given, and preferential rights attached to preference shares are discussed. The chapter concludes by looking at European Union initiatives on shareholders' rights.
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the legal aspects of transactions made with those outside the company (called outsiders or third parties), with emphasis on how they are determined to be legitimate and binding on the company. It also discusses the ultra vires doctrine and the three particular issues that make it a very tricky problem for the courts; the inclusion of the benefit of the company criterion to the ultra vires issue; the reform of ultra vires; and the application of the general principles of agency in determining whether the company is bound by a particular transaction. The chapter concludes by analysing reforms in the Companies Act 2006 concerning the authority of directors to bind the company or authorise others to do so.
Company Law, 2014
Titles in the Core Text series take the reader straight to the heart of the subject, providing fo... more Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter presents an overview of company law, first by considering the company's place within the various forms of business organisation. To get some comparative perspective on the relative merits of each type of organisation, three criteria for judging them are discussed: whether the form of business organisation facilitates investment in the business, mitigates or minimises the risk involved in the business venture, and whether it provides a clear organisational structure. Using these criteria, three forms of business organisation are analysed: the sole trader, a partnership, or a registered company. The chapter also explains the importance of the memorandum as part of the company's constitution, as well as the distinction between private companies and public companies. Finally, it outlines the benefits of forming a company as opposed to the sole trader or a partnership.
UCL logo UCL Discovery. ...
id=1346552. 2009] CREDIT DERIVATIVES ARE NOT “INSURANCE” 3 regulated.” New York State went even f... more id=1346552. 2009] CREDIT DERIVATIVES ARE NOT “INSURANCE” 3 regulated.” New York State went even further. On September 22, 2008, Governor David Patterson announced plans to regulate credit derivatives as insurance under the auspices of the state’s insurance department. New York State Insurance Commissioner Eric Dinallo then testified before a House Committee investigating credit derivatives: “the insurance regulator for New York is a relevant authority on credit default swaps,” because “[w]e believe . . . [they are] insurance.” Although New York has delayed its regulatory plans pending a federal review of credit derivative regulation, the question of whether credit derivatives are insurance remains an open and much bandied about one that needs to be analyzed. 3 60 Minutes: Wall Street’s Shadow Market; Credit default swaps (CBS television broadcast Oct. 5, 2008), available at http://www.cbsnews.com /stories/2008/10/05/60minutes/main4502454_page1.shtml. Dr. Greenberger argued that the ...
Corporate Board: role, duties and composition, 2006
It is suggested in the paper that section 176 is too compendious in its drafting. A consequence o... more It is suggested in the paper that section 176 is too compendious in its drafting. A consequence of this is that the declared objectives of the CLR to make the law comprehensible and, therefore, accessible is undermined. It fails to capture the essence of the principles that have emerged from the case law on the no-conflicts rule and the corporate opportunity. Further, the differing approaches towards the determination of liability by the Court of Appeal in Bhullar, on the one hand, and the more open textured approach towards the issue in Pyke, illustrates the dichotomy of the case law surrounding the corporate opportunity doctrine which the language of section 176 fails to resolve.
The Cambridge Law Journal, 2004
This article examines the implications of the E.C.J.'s decisions in Überseering and Inspire A... more This article examines the implications of the E.C.J.'s decisions in Überseering and Inspire Art against the background of the principal competing theories relating to lex societatis. It considers the tension between freedom of establishment (EC Treaty, arts 43 and 48) and the protective objectives of national corporate law regimes aimed at defeating the so-called Delaware effect. It goes on to argue that significant issues remain unresolved. More particularly, it questions whether creditor protection mechanisms contained in national insolvency laws will, in future, be viewed as obstacles to freedom of establishment.
International Review of Law, 2012
Part 10 of the UK Companies Act 2006 codifies the fiduciary and common law duties of directors as... more Part 10 of the UK Companies Act 2006 codifies the fiduciary and common law duties of directors as a means of addressing the key policy considerations which underpinned the company law reform project launched by the Labour Government in 1998. Focusing on the core fiduciary duty of loyalty and its corporate law manifestation in the form of the 'corporate opportunity doctrine', the article critically examines whether the statutory language adequately captures the totality of the duty as developed in the case law. It concludes that the formalistic language of the relevant provisions neither encompasses the breadth of the pre-existing jurisprudence nor addresses the policy objectives of the reform exercise.
The Cambridge Law Journal, 2009
This article is based on my paper delivered to the [Australian] Corporate Law Teachers Associatio... more This article is based on my paper delivered to the [Australian] Corporate Law Teachers Association 2009 Conference held in Sydney. I owe a debt of gratitude to the delegates for their insightful questions and comments. I also thank Arad Reisberg for his views on an earlier draft, I-san Tiaw for her research assistance and the anonymous referees for their helpful comments. The usual disclaimer applies. 1 In Item Software (UK) Ltd v. Fassihi [2005] 2 B.C.L.C. 91, Arden L.J., at [41], having noted that "the fundamental duty [of a director]… is the duty to act in what he in good faith considers to be the best interests of his company" concluded that this duty of loyalty is the "time-honoured" rule (citing Goulding J. in Mutual Life Insurance Co of New York v. Rank Organisation Ltd [1985] B.C.L.C. 11, at 21). Part 10 of the 2006 Act restates seven duties: duty to act within powers (s.171); duty to promote the success of the company (s.172); duty to exercise independent judgment (s.173); duty to exercise reasonable care, skill and diligence (s.174); duty to avoid conflicts of interest (s.175); duty not to accept benefits from third parties (s.176); duty to declare interest in proposed transaction or arrangement (s.177); (the duty to declare interest in an existing transaction or arrangement is laid down by s. 182).