'Hicks & Goo's Cases and Materials on Company Law' navigates the complexities of company law with a broad range of materials with clear commentary. It offers detailed coverage of corporate governance issues and includes materials from governmental and non-governmental sources as well as traditional cases and materials.

The Human Rights Act 1998 has wide-reaching implications for Company Law. This work provides a comprehensive examination of the impact of the Act, looking at locus standi, protection of property, privacy and state economic regulation. The work combines exposition and critical analysis of the underlying principles of the subject with appropriate reference to other common law and civil law jurisdictions. It also examines taxation, accounting, public law issues, labour law, environmental law and contempt.

This book assesses the impact of economic globalization on the key corporate governance systems of the UK, the US and Germany and examines the extent to which insider systems are converging towards outsider systems and whether in fact convergence is possible.

This article seeks to bring a focus to the significance of trade and finance in corporate governance outcomes. It explores the theoretical and historical link between micro-economic-level firm structure and macro-economic institutions such as trade and finance. The more open the economy, it argues, the more difficult it is in the long run to sustain an insider model. It then argues that changes in interdependent aspects of macro-economic policy in the UK and the US primarily trade liberalization and the end of capital controls combined with the presence of developed capital markets and a self-regulatory ethos, allowed institutional investors to refocus the market-level rules on shareholders despite the managerial bias of their legal systems, and enabled the emergence of the outsider shareholder-oriented systems present there today. The article then argues that core insider systems such as those in Germany and France operated with different financing arrangements which meant that they were less susceptible to immediate change. However, in the long run global economic conditions have continued to push shareholder-oriented norms on insider systems. The article concludes that if these conditions persist, then governments will lose, or may indeed already have lost, sovereignty with regard to choice of corporate governance system.

This article is about the circumstances in which the corporate veil has been pierced for the purpose of holding the company liable for its controllers' acts, debts, or obligations - also known as “reverse” veil piercing” (RVP). This variant of veil piercing was considered by the UK Supreme Court in Hurstwood Properties (A) Ltd and Ors v Rossendale Borough Council. Although, there were hopes Hurstwood would provide some clarity in a notoriously confused area of law, the Supreme Court conspired to disappoint, leaving only further doubt as to the framework that should be applied to veil piercing. However, Hurstwood does contain an important moment in veil lifting historical analysis in that it explicitly recognises reverse veil piercing (RVP) for the first time. This is significant because there is a general judicial consensus in the historical case law that RVP is justified in certain circumstances while FVP has been systematically narrowed if not eliminated. RVP is not though without issues, and we propose that the law in this area should be developed by a framework balancing the equities of preventing abuses of the corporate form with ensuring that the interests of non-culpable corporate constituents, such as the creditors, employees and minority shareholders of a company, are not prejudiced by a reverse piercing claim.

This Article argues that the UK regulatory response to the financial crisis in the form of "stewardship" and shareholder engagement is an error built on a mistaken understanding of the key active role shareholders played in the enormous corporate governance failure that the banking crisis represented. As a result shareholders' passivity rather than activity has characterized the reform perception of their role. This lead to the conclusion that if only they were more active they would be more responsible "stewards" of the corporation. Unfortunately if activity was part of the problem in the banks as this article would argue, then encouraging increased shareholder action and exporting it outside the banks, as we have subsequently done in the United Kingdom, risks a wider systemic corporate governance failure. In short, we have learned the wrong lesson about shareholders from the banking crisis. Technical solutions may instead lie in removing key problematic agency-cost-reduction measures such as the takeover panel, and allowing a judicial balance to re-emerge in the development of directors' discretion to manage the company. These solutions will not, however, fix the systemic flaw in a corporate governance system designed around current shareholders with a diminished role for the board of directors, the employees, and the community. A rebalancing is needed, whereby both the board and the state are reinvigorated in terms of their influence on a rematerialized corporation.

The question this paper addresses is whether the corporate-governance reforms of the past 30 years have actually made our elite-remuneration problems worse. This article posits that, over time, corporate-governance initiatives have created a regulatory edifice that has neutered executives and distanced shareholders from important internal governance matters, such as remuneration, while at the same time considering disclosure of elite salaries a legitimising tool in itself. In the public sector, the mimicking of private-sector agency-cost-reducing norms and transparency initiatives has had a similar accelerating effect on the salaries of the elite. The price of this edifice in all sectors has been high elite pay, as neutered executives and public servants have sought out remuneration as a proxy for power, prestige and service. In turn, there has been a steady increase in public awareness of and unhappiness about elite remuneration.The paper concludes that the answer lies in giving executives and public servants back their discretionary power to manage, by removing many agency-cost-reducing initiatives. Real solutions are likely to be found by: ending quarterly financial disclosure; exempting public-sector salaries from Freedom of Information (FOI) requests; ceasing to use performance-related targets; reducing the influence of Non-Executive Directors (NED); increasing the cost of exit for shareholders; allowing boards to use their powers to defend takeovers; utilising average-pay ratios and employee say-on-pay rights; and removing remuneration-disclosure requirements.

This article concerns the classification of the corporate governance system of Australia's listed market. Claims are often made that it is an outsider system of ownership and control, similar to that of the UK and the US. Through an examination of share ownership patterns, institutional investor activism, private rent extraction, the market for corporate control and blocks to information flow, this article argues that the corporate governance system of Australia's listed market in fact has many of the characteristics associated with insider systems. The misclassification of the corporate governance system of Australia's listed market has significant impacts for the general classification of insider and outsider systems, as it may be an example of an insider system converging to an outsider system. The misclassification also has significant impacts for the Australian reform agenda, as reforms based on the assumption that the Australian listed market has an outsider system of corporate governance may be inappropriate and damaging.