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.