Vanessa Finch

Email: v.finch@lse.ac.uk
Administrative support: Amanda Tinnams
Room: New Academic Building 6.09
Tel. 020-7955-7465

Vanessa Finch is a Professor of Law Emeritus, having retired from the LSE at the end of 2013. During her years in the Law Dept she was, inter alia, responsible for graduate and undergraduate courses in Corporate Insolvency Law and was Director of the MSc Law and Accounting programme. She has written numerous scholarly articles on insolvency and corporate law issues as well as the Cambridge University Press book: Corporate Insolvency Law: Perspectives and Principles (2nd ed. 2009).
 

see also Vanessa Finch's LSE Experts page

Research Interests

These centre on corporate insolvency, corporate rescue and corporate accountability; and include analysis of the ways in which different insolvency actors (banks, company directors, judges, insolvency practitioners, turnaround specialists and so on) are adapting to the 'new insolvency regime' and its growing orientation towards rescue and risk management. Vanessa Finch's research is also concerned with how changes in the conceptual underpinnings of insolvency are to be reflected in corporate insolvency law.

 
External Activities
  • Vanessa Finch is a member of the Insolvency Lawyers' Association Academic Advisory Group and is on the Advisory Editorial Board of Insolvency Intelligence (having also been on the Editorial Board of the Insolvency Lawyer). She has undertaken consultancy for Oxford Analytica and given advice on directorial liability to various bodies.

 
Books  

Corporate Insolvency Law: Perspectives and Principles (Cambridge University Press, 2009 [2nd edition]

Corporate Insolvency Law

The first edition of Corporate Insolvency Law proposed a fundamentally revised concept of insolvency law, intended to serve corporate as well as broader social ends.

This second edition takes on board a host of changes that have subsequently reshaped insolvency law and practice, notably the consolidation of the rescue culture in the UK, the rise of the pre-packaged administration and the substantial replacement of administrative receivership with administration. It also considers the implications of recent and dramatic changes in the provision and trading of credit, the movement of an increasing amount of 'insolvency work' to the pre-formal insolvency stage of corporate affairs and the arrival, on the insolvency scene, of a new cadre of specialists in corporate turnaround. Looking to the future, Vanessa Finch argues that changes of approach are needed if insolvency law is to develop with coherence and purpose, and she offers a framework for such an approach.

 
Selected articles
and chapters in books
 

'Insolvency Practitioners: Avenues of Accountability' [2012] 8 Journal of Business Law 645-667

'Corporate rescue : a game of three halves' Legal Studies (2012) 32 (2) pp.302-324

Three connected processes make up the UK corporate rescue regime: the formal, legal regime, informal approaches and the quasi‐formal system, as exemplified by the pre‐packaged administration. These three processes not only operate through different procedures but they are also attuned to the pursuit of different objectives and values, they are subject to different controls and they involve different roles for, and relationships between, the parties affected by corporate rescues. A number of negative and identifiable consequences flow from such divergences. An understanding of the tensions between these three systems and an awareness of the challenges posed by transition through different procedures does, however, help to explain many of the deficiencies of current corporate rescue processes and it also provides an enhanced basis for considering current proposals for reforming restructuring and working towards an improved rescue regime.

'Corporate rescue: who is interested?' J.B.L. 2012, 3, 190-212.

Assesses the extent to which the UK corporate rescue regime respects the interests of the various involved parties. Discusses what is meant by respect for interests in this context and how it can be measured. Reviews the different corporate rescue processes, including the formal administration process, pre-packs and company voluntary arrangements, in terms of the capacities they provide to secured creditors, unsecured creditors, directors and employees. Considers how the systems could be reformed to ensure greater respect for interests.

'Pre-packaged Administrations and the Construction of Propriety' (2011) 11(1) Journal of Corporate Law Studies pp 1-31. (April issue)

The pre-pack remains a controversial process in spite of sustained attempts to improve relevant control mechanisms so as to boost its acceptability. Pre-packs are intrinsically difficult to regulate and a particular problem is that different controls may operate with divergent conceptions of propriety—of what constitutes fair and appropriate treatment for parties affected by pre-packs. The potential result of such divergencies is a degree of confusion that may undermine the pre-pack as a rescue mechanism that merits broad approval. There are, nevertheless, numerous strategies that can be used for bringing different pre-pack controls into alignment, and of particular value may be approaches that simplify institutional structures and see the processes of entry into administration as opportunities for resolving differences of perspective. For lawyers, these considerations may point to the need for the courts to play a facilitating role and to oversee pre-packs in a way that harmonises different control systems and fosters common understandings regarding propriety within pre-packs.

'Corporate rescue processes : the search for quality and the capacity to resolve' (2010) Journal of Business Law  (6) pp.502-521

Discusses how the effectiveness of corporate rescue processes can be measured. Outlines the difficulties of making such an assessment, including the differing views of various interested parties about what would constitute a successful rescue. Outlines the development of the corporate rescue culture in the UK, focusing on the administration procedure introduced by the Enterprise Act 2002. Divides performance indicators into four categories, namely achievement of input, process, output and outcome objectives. Reviews Insolvency Service assessments of performance and comments on the different approaches taken.

'The Dynamics of Insolvency Law: Three Models of Reform'  Law and Financial Markets Review, Volume 3, Number 5, September 2009 , pp. 438-448

The credit crisis has introduced a period of turbulence in insolvency law and it is essential that we are clear about the factors that are driving and should drive reforms. Three models of insolvency law reform can be distinguished: the 'adaptive', the 'strategic' and the 'redirective' approaches. An examination of four recently canvassed reforms of corporate rescue procedures raises questions about the ways in which insolvency processes are developed in this commercially important area. The reforms discussed relate to: new court-supervised restructuring procedures; super-priority funding; imports from Chapter 11; and bespoke rules for the financial sector. Seeing insolvency reforms in terms of the three proposed models offers the prospect of increased clarity on the case for legal change. This approach suggests that reform proposals can be assessed with explicit reference to three identifiable questions. Do changes in market conditions or other factors demand adjustments in insolvency law approaches? Are strategic shifts needed in order to advance established objectives? Is there a case for changing the objectives of insolvency law? 

'Corporate Rescue in a World of Debt' (2008) Journal of Business Law pp 756-777.

'Pre-Packaged Administrations: Bargains in the Shadow of Insolvency or Shadowy Bargains?' (2006) Journal of Business Law 568-588

The pre-packaged administration procedure is a device that is controversial in a number of respects. Its proponents emphasise its facilitation of swift corporate rescues and reorganisations. Its critics suggest that the pre-pack pays insufficient heed to the interests of less powerful creditors. Pre-packs can be controlled by "managerial", "professional ethics" and "regulatory" methods. More generally, judicial oversight has limited potential as a control strategy and increased legislative restriction of pre-packs brings dangers of additional complexity in turnarounds together with new uncertainties.

'Doctoring in the Shadows of Insolvency' (2005) Journal of Business Law 690-708

Discusses the impact of the corporate rescue regime introduced by the Enterprise Act 2002 and the role of the "turnaround specialists" involved at the pre insolvency monitoring stage. Examines the levels of expertise required by the Society of Turnaround Professionals, whether their accountability standards match those of insolvency practitioners, and the obstacles to introducing a mandatory system of regulation. Considers whether turnaround specialists are obliged to ensure fairness between all creditors and evaluates their contribution to corporate rescue, highlighting the advantages of independence.

'Regulating Insolvency Practitioners: Rationalisation on the Agenda' (2005) Insolvency Intelligence 17-20

Explores issues relating to the possible rationalisation of the regulation of insolvency practitioners. Discusses a number of concerns raised about the regulation of legal and financial services, and their relevance to insolvency. Assesses the various options for regulatory reform, ranging from establishing a single independent regulator to continuing with the present system of recognised professional bodies, subject to certain harmonisation measures.

'Late Payment of Debt: Re-thinking the Response' (2005) Insolvency Intelligence 38-40

Explores the effectiveness of the Late Payment of Commercial Debts (Interest) Act 1998 in assisting small businesses in debt collection. Highlights the concern of small businesses that taking action under the Act will prejudice commercial relations. Identifies other possible strategies including: (1) "naming and shaming"; (2) factoring; (3) discounts for prompt payment; (4) preventing dependency on one large debtor; (5) researching creditworthiness of debtors; (6) seeking the opinion of a credit insurer; and (7) a cultural change in large companies. Considers the potential for Government action.

'Control and Co-ordination in Corporate Rescue' (2005) Legal Studies 374-403

Discusses the main elements of the corporate rescue regime introduced by the Enterprise Act 2002, and considers how its effectiveness relies on coordinated efforts by all parties to the rescue. Examines the potential role of the judiciary in shaping and supervising the administration process so as to optimise this stakeholder coordination.

'The Recasting of Insolvency Law' (2005) Modern Law Review 713-736

Over the last decade corporate insolvency laws and processes have changed in two important ways. There has been a philosophical shift away from ex post responses to corporate crises and towards influencing the way that corporate actors manage the risks of insolvency ex ante. In addition, there has been a revision of insolvency roles so that participants in corporate and insolvency processes are increasingly encouraged to see corporate decline as a matter to be anticipated and prevented rather than responded to after the event. In this development turnaround specialists have gained a new prominence. These are changes that reflect broader social and governmental trends to audit performance more actively and to see issues in terms of needs to manage risks. Such developments are important for corporate and insolvency lawyers – they recast a host of issues within new framing assumptions and they force a re-thinking of corporate insolvency law's challenges and agendas.

'Re-Invigorating Corporate Rescue' [2003] Journal of Business Law 527-557

Reviews the effectiveness of the UK Government's corporate rescue reforms, highlighting key provisions of the Enterprise Act 2002, concerning the enforcement of floating charges through the administration process and the ring fencing of a proportion of a company's net floating charge proceeds for unsecured creditors. Evaluates the impact of the reforms on banks, unsecured creditors, administrators, directors and the courts themselves, in terms of: (1) substantive and procedural rights; (2) whether incentives for supporting rescue efforts under the new regime conform to legislative intentions; (3) general attitudes to rescue; and (4) the effect of limitations on expertise or resourcing. Discusses the possible future development of the corporate insolvency process.

'Public Interest Liquidation: PIL or Placebo?' [2002] Insolvency Lawyer 157-165

Philosophies behind use of DTI and FSA powers to apply for winding up of companies on public interest grounds and role and efficacy of public interest liquidation in protecting public.

'The Limited Liability Partnership: Pick and Mix or Mix-Up?' [2002] Journal of Business Law 475-512 (with J. Freedman)

Background to and characteristics of limited liability partnerships including hybrid nature, use of limited liability partnerships by large partnerships, value to small businesses and attitudes of potential creditors.

'Is Pari Passu Passé?' [2000] Insolvency Lawyer 194-210

Limitations on doctrine of pari passu, including exceptions related to liquidation expenses, preferential debts, set off, subordination and deferred claims, and by passing mechanisms of proprietary and personal claimants.