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

David Kershaw is Professor of Law at the LSE and Director of the Executive LLM Programme. 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.

Research Interests

My primary research areas are corporate law, takeover regulation and accounting regulation. Current book projects include a monograph on The Foundations of US and UK Corporate Law looking at the evolution and divergence of corporate fiduciary law from the nineteenth century to today. Other research projects include empirical work on the effects of managerial insulation on firm performance and characteristics.

External activities

David is a Senior Researcher with LSE’s Financial Markets Group and a Senior Fellow at the University of Melbourne where he teaches Corporate Governance. David is also Articles Editor for the Modern Law Review. Together with Professor Julia Black, David recently gave 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

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

Principles of Takeover Regulation explores the nature and optimality of the regulation of the UK’s market for corporate control through the Takeover Code, which is maintained and enforced by the Takeover Panel.

To provide context within which to evaluate UK takeover regulation, the book commences with a consideration of the theory and empirical data on the value effects of the market for corporate control, as well of as its implications for corporate governance, board decision making and stakeholders. It then proceeds to investigate the origins of the UK’s self-regulation of the market for corporate control through the Takeover Code and Panel and explores the drivers of its considerable success. It analyses the key takeover events that created public, political and shareholder consternation in the mid- and late-1950s and the early- and late-1960s, interrogates the multifaceted reactions to these events, and traces how these reactions were translated into regulatory action. Through this analysis the book explores how the City of London’s merchant banking community took control over takeover regulation; fashioning the mode and substance of regulation it its interests, and thereby ensuring its success.

The book then proceeds to provide 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. The book argues that it is the mode of regulation that renders the Panel and the Code overly protective of its “keystone rules” - the rules including the non-frustration rule and the mandatory bid rule which demarcate the Code’s regulatory space - and contributes to the effective closure of this regulatory system in relation to contemporary market conditions and events that raise question marks about the suitability of these rules. At times this results in incongruent regulatory responses to these events which deflect political and public attention from doubts about these rules. Given the uncertain policy and principled case for these rules, which the book also explores, the book submits that there is real doubt as to whether the substance and mode of UK takeover regulation is optimal for UK companies and the UK economy.

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

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Articles