Saturday, 19 April 2014

Life in the UK test: passed (and reflections)!

Earlier today I did (and passed) the Life in the UK test. Fyi: there are a few websites around that provide sample tests – eg, see here and here.
  Preparing for this test, I kept thinking about the criticism raised by one of my colleagues. He raises many good points but I may be a bit less sceptical. To explain, the general scope of the test seems ok to me – it’s mainly on UK history, traditions and culture, and government and law. In my experience it’s also relatively straight-forward to pass this test: even without preparation I could answer most of the questions; thus, just reading the “Guide for New Residents” – essentially, the textbook provided for the test - was sufficient to be confident about passing it.
  A potential source of criticism may be that some sections of this Guide have longish lists of names, say, the dozen or so greatest UK actors, architects, athletes etc. Memorising those would be fairly tedious (cf. my colleague's pub quiz analogy); moreover, it invites the response multum, non multa, ie depth, not breath, as it would be preferable just to read about one or two of  each of those but with more details about their achievements. But, then, knowing all of those lists is not actually necessary to pass the test. In this respect, the situation may not be that different from university exams and the corresponding textbooks: it is clear that in those textbooks there are many details (references, dates etc) that are not actually needed for the exam, ie memorising everything is not required (while, of course, it is usually also not sufficient either).

Saturday, 12 April 2014

The Societas Unius Personae (SUP): a Trojan horse?

A few years ago the EU Commission proposed the new form of a European Private Company (Societas Privata Europaea, SPE) but then abandoned these plans due to criticism from the Member States (my publications on the SPE are here and here). This was not untypical for the development of EU company law: some proposals failed (notably the one for a 5th Directive on the board structure of public companies) and others left the most contentious topics unharmonised (eg, the Takeover Directive).
   Thus, it may be seen as a bit of a surprise that the EU Commission now proposes a new Directive that would introduce a single-member private company (Societas Unius Personae, SUP) – see press release and draft text. It’s too early to tell whether this Directive will be adopted. The EU Commission may make the point that this is fairly ‘harmless’ harmonisation of company law: it’s only a Directive (as opposed to the draft SPE statute, which was a Regulation) and it only requires the Member States to provide some special rules in their company laws for a specific single-member type of private company called SUP. For example, a Member State may even leave its current rules for one-person companies unchanged, but just introduce a new form of company called SUP.
  But is this likely? As indicated in the title of this post, I’d suggest that the indirect impact of this new form of company may be more pronounced. It seems likely that Member States will provide rules similar to the ones of the SUP Directive for all private companies (and possibly also public companies). In addition, this is not just equivalent to previous EU company law directives. Those latter directives only harmonised the national forms of company law (ltd, plc, GmbH, AG, SRLS, SA etc): thus, here, Member States may well wanted to stick to their established rules of company law as far as possible. By contrast, the SUP has the same name throughout the EU: thus, the discussion about company law will inevitably shift to the European level.

Tuesday, 1 April 2014

Comparative Company Law (Siems & Cabrelli eds.) – book reviews

About a year ago, our book on comparative company law was published. It’s good to see that we have received three fairly positive reviews (thanks!). In reverse order, the key points of the reviews are:
The editors of Comparative Company Law: A Case-Based Approach have set themselves a formidable task. …  This is, undoubtedly, a useful contribution to the debate. But the rules of corporate law are only ever the bare bones of corporate practice … this is not so much a criticism of the book but an observation, again directed towards the need for care in considering the extent of the claims the methodology can justly support. But this book is and remains a very useful contribution to comparative corporate law and governance, and its editors deserve praise for their meticulous approach to the wealth of data they and their contributors have gathered. R.C. Nolan, (2014) 130 Law Quarterly Review 343.
The work of Mathias Siems and David Cabrelli, as editors of this collection, leads the efforts of academics from several different legal systems to the next level. In fact, although drawing on a train of academic work that has remarkably paved the way toward a unifying hermeneutic methodology in company law (see, e.g., the work of Kraakman, Hansmann et al.), it ameliorates this body of literature in so far as it induces the reader into a five-step maieutic journey that ultimately leads to a comprehensive understanding of the way the various analysed legal systems work. Indeed, the most appreciable novelty of this book is its approach to the comparison of company law across Europe and the major world economies, which makes it a must-have for both legal academics and practitioners. D. Maltese, (2013) 72 Cambridge Law Journal 768.
There is no doubt that the project is intrinsically interesting, and the editors and authors have reinforced this by selecting some of the more controversial topics in company law for their focus…The book is likely to be most useful to two groups of lawyers; those tasked with law reform or law restatement, and academic lawyers who, from time to time, ought to be able to prick their students' complacency about their own jurisdiction by pointing out that on some questions other jurisdictions approach things differently. It is perhaps not too optimistic to think that this makes the book of some indirect advantage to all practising lawyers. Advanced courses in corporate law are another obvious market for the book. P. Watts, (2013) New Zealand Law Journal 318.

Saturday, 29 March 2014

Those who can, do research; those who can’t, review (?)

This has been a busy week: I examined one PhD, collected the thesis for another PhD examination, had a meeting with one of my PhD students, reviewed one application for a research council and another one for our internal university proceedings, and responded to a review request from a journal. All of this reflects a gradual change I have seen in my career: while previously I spent most of my non-teaching time on research, now it’s often reviewing the work of others.
Is this a problem? On the one hand, one may argue that such reviews can also shift research in a particular direction - and, as it concerns the work of more than one person, it may actually have a wider impact than 'just' doing one's own research. On the other hand, it has been found that Big Breakthroughs Come in Your Late 30s. That’s still my age range: thus, as long as I still can, let's go back to my own research now!

Friday, 21 March 2014

The PhD in Law: conference and comparison

In the last ten days I have been travelling again: first, a workshop at the EUI in Florence on legal research methods and then a conference in Hamburg on the PhD in law. The latter event also had a comparative dimension: most speakers talked about the German situation, but there were also presentation from speakers from the UK (well, me!), Denmark, Belgium and SwitzerlandThinking about some of the themes discussed, I came up with the following table with three of the countries plus the EUI. It is supposed to show the most typical PhD in law in the unit in question (thus, the caveat that it simplifies a bit).

very high
none or salary

This shows quite different models of the PhD. In Germany, the PhD ("Dr jur.") is a common element of the legal education (perhaps up to 20% of law graduates do it), but then students get little support (essentially it’s up to you to write it; though this gradually changes a bit), but also need to pay no fees and get no salary (unless they’re also employed as research assistants). The UK has a smaller but growing number of law PhD students who enjoy more support than previously – with the increasing fees being one of the driving forces for both trends. Denmark and the EUI are similar in terms of paying PhD students to do the PhD (and in Denmark to do some teaching) and, therefore, therefore only accept fewer students who get good support (though given the low numbers there may not be the critical mass to run the most extensive programmes).
    Is one of those models preferable? There is no unambiguous answer to this question. Applicants with little financial resources may prefer the German model, current PhD students with good financial resources the UK model, but others the Danish and EUI one (assuming they are good enough to get into it). From a financial perspective universities may prefer the UK model, but professors may also like the selectiveness of the Danish and EUI one, while the German model may have the advantage that many PhD students may give the professor a good bargaining position within the university. I’m also not sure which of these models may be preferable in terms of general social welfare effects.

Tuesday, 11 March 2014

Applying Linguistic Inquiry and Word Count (LIWC) to decisions of the highest UK, US and RSA courts

A while ago I came across the interesting website which describes itself as a 
'text analysis software program [that] calculates the degree to which people use different categories of words across a wide array of texts, including emails, speeches, poems, or transcribed daily speech. With a click of a button, you can determine the degree any text uses positive or negative emotions, self-references, causal words, and 70 other language dimensions.'
Now, it’s too tempting not to try online version for an analysis of court decisions. For the following table, I took three recent random decisions each of the highest UK, US, and RSA courts (namely the same ones of my previous blog post). Here are the results:

Self-references (I, me, my)
Social words
Overall cogni- tive words
(a, an, the)
Big words
(> 6 letters)

I have highlighted the highest values: so, the US SC tends to use more references to ‘I’, ‘me’ and ‘my’, more ‘negative emotions’, and more ‘big words’, whereas the UK SC tends to use more ‘social words’ and ‘positive emotions’. Presumably (?), this makes sense.

The table also includes the data that LWIC provides on typical personal and formal text. The court decisions are closer to formal texts. In addition, there are a number of further interesting features: eg, all three courts use fewer ‘social words’, positive or negative emotions and cognitive words than the average formal text; yet, all three courts use more ‘big words’. Again, this presumably makes sense.

Sunday, 9 March 2014

Leximetrics of Shareholder Protection (slides)

I just return from the excellent NUS conference on Shareholder Power. So, being fairly jet-lagged, today's post is only a link to the slides of my presentation, dealing with 'The Leximetric Research on Shareholder Protection'. The book related to the conference theme will be published in a year or so (see also the conference website, linked above).

Sunday, 2 March 2014

Shareholder Power and South-East Asia

Ok, this post not actually about shareholder power in South-East Asia, but my current travel – to be precise to Singapore and Bangkok.
  • Singapore, in a few days time, will be a conference at NUS on shareholder power. See the conference website here. This is related to a forthcoming Elgar handbook book on the same topic (edited by Jennifer Hill and Randall Thomas).
  • I’m in Bangkok at the moment. The picture above is from the window of my very nice hotel room. Actually, I booked a cheaper one but they upgraded me - presumably due to some cancellations given the current political crisis. Today I also walked to the borders of the (former) protest sides, but taking a selfie with the protesters (or burned-out busses etc) may not really be appropriate….
  • Finally, to say something about South-East Asia more general: I’m currently reading Ricklefs et al, A New History of Southeast Asia. It’s not my area of expertise but it seems to me a very good in identifying common trends but also national and other differences (ie it is a good example of how to do a historical comparative analysis).

Saturday, 22 February 2014

Exploring Post-crisis Trajectories of European Corporate Governance

A number of interesting articles just published in the Journal of Law and Society (based on presentations at a workshop at Leeds University). My paper, co-authored with my colleague Jonathan Mukwiri, has the title ‘The Financial Crisis: A Reason to Improve Shareholder Protection in the EU?’, and the abstract reads as follows:
The global financial crisis of 2008 has stimulated the debate on corporate governance and shareholder protection. The intuitive reason for the topicality of shareholder protection is that insolvencies mainly harm shareholders as the companies' residual claimants. In addition, ideally, shareholder empowerment may ensure better monitoring of management and therefore better-run companies preventing corporate failures and benefiting the economy as a whole. Yet, it is not self-evident that shareholder participation has such a positive effect. This article critically examines the discussion about the relationship between the financial crisis, shareholder protection, and law reform. We also develop a central position: while there may be a need to improve shareholder protection, we do not take the view that any increase in shareholder rights is the right way forward; rather, such reforms should aim to encourage shareholder engagement by responsible long-term investors.
The working paper version is also available on SSRN.