Professor David Kershaw

Professor David Kershaw

Professor of Law

Department of Law

Telephone
020-7955-7327
Room No
New Academic Building 7.16

About me

Please note: David Kershaw is on leave during the academic year 2018/19

David Kershaw is Professor of Law at the LSE and Director of the Executive LLM Programme. He is also the General Editor of the Modern Law Review. He joined the LSE in 2006. Prior to joining the LSE he was a Lecturer in Law at the University of Warwick between 2003-2006. He is admitted to the New York Bar and is a qualified UK solicitor. Prior to his academic career, he qualified as a Solicitor at Herbert Smith, London and practised corporate law in the Mergers & Acquisitions Group of Shearman & Sterling in New York and London. He holds a LLM and SJD from Harvard Law School and a LLB from the University of Warwick.

Administrative support: Gosia Brown

Research Interests

My primary research areas are UK and US corporate law, takeover regulation and accounting regulation. Current projects include an empirical project on the effects of managerial insulation on firm performance and characteristics; a project exploring the role of regulation in building culture in banks; and a project exploring the "legal ecology of the purposeful company".

External activities

David is also a Senior Researcher with LSE’s Financial Markets Group and a Research Member of the European Corporate Governance Institute. David is also the General Editor of the Modern Law Review.  He has recently advised the Big Innovation Society on the company law aspects of its Purposeful Company Project, and together with Professor Julia Black, David has given evidence before the Parliamentary Committee on Banking Standards.  Our written submission to the commission is available here and a webcast of the session can be viewed here.

Policy Briefings

Criminalising Bank Managers (Julia Black and David Kershaw, Professors of Law, LSE) September 2013

The Commission on Banking Standards Report and Bank Incentives: A Missed Opportunity (Julia Black and David Kershaw, Professors of Law, LSE) September 2013

Teaching

Books

The Foundations of Anglo-American Corporate Fiduciary Law by David Kershaw (Cambridge University Press, 2018)

The Foundations of Anglo-American Corporate Fiduciary Law explores the doctrinal pre-history of US and UK corporate fiduciary law – the duties the law imposes on directors, and shows how understanding these pre-histories drives a re-evaluation of the nature, quality and production processes of contemporary corporate law in both jurisdictions. The study explores the evolution of US and UK corporate fiduciary law from 1703 to the present day. It provides a legal etymology of corporate fiduciary law – an account of the origins of the concepts and ideas that provide the raw materials of modern corporate fiduciary law, such as rationality review and fairness review, gross negligence and skills adjusted ordinary care – and a historical legal genealogy or topography – the excavation of a map of the path of these ideas from their origins through to today. In excavating these historical legal maps, the book also seeks to explain why these US and UK legal paths were taken and why alternative available paths were not seen, or were foreclosed. It is the juxtaposition of the UK and US pre-histories which enables this exploration because although today the fiduciary duties which corporate law imposes on the directors of US and UK companies are starkly different, both jurisdictions started from the same place by borrowing from the same eighteenth and nineteenth century English, non-corporate legal sources. This juxtaposition enables us to see the real drivers of US and UK corporate legal evolution and divergence and to challenge contemporary accounts of corporate legal production and change.

click here for the Introduction to The Foundations of Anglo-American Corporate Fiduciary Law

click here for publisher's site

 


 

Principles of Takeover Regulation by David Kershaw (Oxford University Press: 2016)

The book provides a detailed account of the substantive rules and principles that make up the Code, critically evaluates the standard justifications for these rules and principles, and considers their effects on market activity and the structure and behaviour of UK companies. The book also investigates the nature, effects and optimality of this regulatory system. In particular, it considers whether the mode of regulation and the regulatory identity of the Takeover Panel – as an independent “self-” or “market-controlled-” regulator – distorts and limits the rule making process. In this regard, the book considers whether the substance and mandatory form of several of the Code’s most well-known rules - including the mandatory bid rule, the non-frustration rule, its rules on bid conditionality, and the prohibition on deal protections – are, inter alia, the product of the maintenance and protection of this sui generis approach to takeover regulation.

click here for a sample chapter of Principles of Takeover Regulation

click here for publisher's site


 

Company Law in Context: Text and Materials by David Kershaw, 2nd. edition (Oxford University Press: 2012)

This advanced corporate law test provides in-depth coverage of UK company law and regulation in its business and economic and context.  It seeks to combine a practical understanding of how the functional problems faced in the creation, building and running of a business interact with UK company law and regulation, including the law regulating the integrity of the corporate entity, the law of directors’ duties and derivative actions, board composition and remuneration regulation, corporate finance and legal capital regulation and the regulation of financial reporting. Although UK focused, the text draws on comparative corporate law to highlight the policy implications and choices made by UK company law and regulation.  

click here for publisher's site

click here for additional web chapters

Articles