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This article argues that accounting-based distribution regulation provides variable and at times significant protection to both existing involuntary creditors - by increasing the probability that they will be paid - and the constituency of involuntary creditors - by decreasing the probability that companies' actions will produce involuntary creditors. These benefits become visible when close attention is paid to the interaction of applicable accounting standards on the recognition of provisions with the UK's existing distribution regime. Whilst the current debate and reform consensus correctly analyses the relationship between the current regime and adjusting creditors, the article argues that the organizing category of the 'capital maintenance doctrine' has obstructed inquiry into the ways in which the existing rules' dependence on accounting standards results in benefits for involuntary creditors.

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This article considers the significance of the UK Takeover Code's non-frustration prohibition. It asks to what extent the prohibition actually prevents post-bid, director-controlled defences that would not have been, in any event, either formally prohibited by UK company law without share-holder approval or practically ineffective as a result of the basic UK company law rule set. It finds that there would be minimal scope for director-deployed defences in the absence of the non-frustration prohibition, and that, in the context of UK company law, such defences have limited scope to be deployed for entrenchment purposes. Furthermore, this minimal scope for board defensive action would, in order to be compliant with a director's duties, require a pre-bid, shareholder-approved alteration to the UK's default constitutional balance of power between the board and the shareholder body to allow corporate powers to be used for defensive effect. In light of this conclusion the article looks for a rationale to justify denying shareholders the right to make this limited and potentially beneficial defensive election. It concludes that no persuasive rationale is available and that the prohibition is unnecessary and without justification.

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This new looseleaf provides a detailed guide to the impact of the Companies Act 2006 on company law and practice. The Act provides the most fundamental change to company law in the last 20 years, reforming many aspects of the legislation including much debated areas such as directors' duties and financial assistance. This new looseleaf covers the new law and the surviving parts of the existing regime by way of a section-by-section commentary which highlights the developments in the law and provides guidance on the impact of these changes. The commentary and legislation is organised according to topic and, as the law develops, will include all substantive regulations with relevant commentary. Additionally derivation/destination tables will assist readers with tracking the development of the legislation and allow ease of navigation around the new regime. Practitioners and academics alike will need this new work, written from the perspective of the new legislation and providing a complete picture of the complex new regime. Drawing on committee reports and Hansard to shed light on interpretation of the new legislation, this work will fast become the new authority on company law.

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A primary function of auditor independence regulation is to ensure that any financial incentives auditors may have to approve misleading or inaccurate accounting are outweighed by market and regulatory deterrents to compromising an auditor's independence. This article is an inquiry into the current state of this incentive equilibrium in the United Kingdom: the possible costs and benefits that may be incurred by auditors if they elect to acquiesce to management's demands to accept problematic accounting. It argues that the equilibrium position currently incentivizes a rational auditor to acquiesce. On the one hand, the article demonstrates that the recent evolution of audit firm revenue streams has provided auditors with a substantial incentive to compromise their independence and provided management with credible sanctions to pressurize them to do so. On the other hand, the article shows that regulatory and market costs of acquiescence do not counterbalance the benefits of acquiescence.

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The UK's regulators and accounting profession are at one in their assessment of why the UK avoided its Enron: the UK's approach to accounting regulation is principles-based in contrast to the rules-based approach taken in the United States. According to this position, the UK has its principles-based regulatory technique to thank for keeping the integrity of its markets intact during the infectious greed of the 1990s. This article is an inquiry into the effect and validity of this claim. It investigates the effect that this claim has had upon structuring the UK's post-Enron regulatory process and provides a close analysis of UK and US accounting regulation to determine whether the UK's regulation is in fact distinctively principles-based. It concludes that the structuring effect of the claim was considerable, diverting the reform process away from some of the US's most important Enron lessons. This is of particular concern as the article also concludes that the claim is without foundation.

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English opportunities regulation is confused about its relationship to the concepts of ownership and property. Recent reform proposals from the Company Law Review Steering group would have changed English law's dominant regulatory lens: the way in which it thinks about the opportunities problem, from an approach focused on conflicts of interest to one focused on the 'ownership' of opportunities. This ownership approach is commonly referred to as the corporate opportunities doctrine. This article argues that the proposal failed as it did not consider the interpretative possibilities generated by changing the regulatory lens. However, the proposal inadvertently makes a contribution to the debate as it directs our attention to the function and meaning of ownership concepts in the opportunities context. Property in the opportunities setting is simply a label for qualified ownership as between the director and the company. However, the article argues that by understanding references to property in terms of traditional notions of property English law and commentary has obstructed the consideration and development of a long-standing English corporate opportunities doctrine.

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The corporate opportunities doctrine in the United States plays a pivotal role in the contemporary debate about whether English law's regulation of when a director can personally exploit an opportunity encountered whilst a director should be more flexible than it is perceived to be. This article argues that this comparative encounter has produced partial and misleading accounts of US state corporate law and English law. The article submits three reasons for this. First, English scholarship has not taken full account of the institutional context of regulatory competition for incorporations within which corporate law in the United States is produced. This institutional context raises concerns about the influence of managerial interests on opportunities regulation in the US and raises questions about how an opportunities doctrine could evolve differently in the UK absent the pressures of regulatory competition. Second, scholars who praise US approaches to the corporate opportunities doctrine as a modern model of reform allow an idea about the American economy in the late 20th century to get in the way of a thorough consideration of the purported economic benefits of more flexible regulation. Third, the effect of jurisdictional juxtaposition or contrast leaves a strict, certain impression of English law that brushes over its flexible tensions and ambiguities.

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This article contests the claim made by Professors Hansmann and Kraakman that the end of history in corporate law has been reached and that this evolutionary last stop has no place for employees in corporate governance. The article analyses the theoretical foundations of this claim, namely Professor Williamson's transaction cost account of board control and Professor Hansmann's governance cost account of when worker ownership works and fails. It argues that while both costs place constraints on the form of efficient economic organization, neither cost can explain the absence of hybrid institutions, both real and imaginary, that would be both transaction and governance cost efficient and allow for employee participation in corporate governance. Accordingly, this article submits that if the end of history for corporate law has arrived, its identification is fortuitous, as the claim lacks theoretical support.