The Foundations of Anglo-American Corporate Fiduciary Law by David Kershaw (Cambridge University Press, 2018)
The Foundations of Anglo-American Corporate Fiduciary Law explores the doctrinal pre-history of US and UK corporate fiduciary law – the duties the law imposes on directors, and shows how understanding these pre-histories drives a re-evaluation of the nature, quality and production processes of contemporary corporate law in both jurisdictions. The study explores the evolution of US and UK corporate fiduciary law from 1703 to the present day. It provides a legal etymology of corporate fiduciary law – an account of the origins of the concepts and ideas that provide the raw materials of modern corporate fiduciary law, such as rationality review and fairness review, gross negligence and skills adjusted ordinary care – and a historical legal genealogy or topography – the excavation of a map of the path of these ideas from their origins through to today. In excavating these historical legal maps, the book also seeks to explain why these US and UK legal paths were taken and why alternative available paths were not seen, or were foreclosed. It is the juxtaposition of the UK and US pre-histories which enables this exploration because although today the fiduciary duties which corporate law imposes on the directors of US and UK companies are starkly different, both jurisdictions started from the same place by borrowing from the same eighteenth and nineteenth century English, non-corporate legal sources. This juxtaposition enables us to see the real drivers of US and UK corporate legal evolution and divergence and to challenge contemporary accounts of corporate legal production and change.
Principles of Takeover Regulation by David Kershaw (Oxford University Press: 2016)
The book provides a detailed account of the substantive rules and principles that make up the Code, critically evaluates the standard justifications for these rules and principles, and considers their effects on market activity and the structure and behaviour of UK companies. The book also investigates the nature, effects and optimality of this regulatory system. In particular, it considers whether the mode of regulation and the regulatory identity of the Takeover Panel – as an independent “self-” or “market-controlled-” regulator – distorts and limits the rule making process. In this regard, the book considers whether the substance and mandatory form of several of the Code’s most well-known rules - including the mandatory bid rule, the non-frustration rule, its rules on bid conditionality, and the prohibition on deal protections – are, inter alia, the product of the maintenance and protection of this sui generis approach to takeover regulation.
Company Law in Context: Text and Materials by David Kershaw, 2nd. edition (Oxford University Press: 2012)
This advanced corporate law test provides in-depth coverage of UK company law and regulation in its business and economic and context. It seeks to combine a practical understanding of how the functional problems faced in the creation, building and running of a business interact with UK company law and regulation, including the law regulating the integrity of the corporate entity, the law of directors’ duties and derivative actions, board composition and remuneration regulation, corporate finance and legal capital regulation and the regulation of financial reporting. Although UK focused, the text draws on comparative corporate law to highlight the policy implications and choices made by UK company law and regulation.