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About
David is Professor of Law at LSE Law School and was formerly Dean of the Law School between 2021 and 2025. He is also a member of the LSE Council, the Governing Body of LSE, and an Associate Tenant at Cornerstone Barristers. He is a former 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.
Research
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, several projects on the evolution of Delaware corporate law, and projects exploring the legal ecology of the purposeful company and the corporate governance choices made by private equity firms when they IPO their portfolio companies.
Publications
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.
- 'Fabricating the Forbidden in the Judicial Review of Prerogative Power’ (2026, forthcoming) Public Law (an earlier work in progress version of the paper is available here)
- 'Where is the Care in Caremark?' (2025) 2 Rutgers Business Law Review 30–86.
- 'Revolutionary Amnesia and the Nature of Prerogative Power' International Journal of Constitutional Law (ICON) (2022) 20 (3) 1071-1102 [an earlier LSE Working Paper version of this paper is available here]
- 'Managerial Insulation and Bank Failures' (2021) Journal of Financial Intermediation 100909 (with Daniel Ferreira, Tom Kirchmaier and Edmund-Philipp Schuster) (an earlier version of the paper is available here)
- 'Delaware’s Fiduciary Imagination: Going Privates and Lord Eldon’s Reprise' (2021) Washington University Law Review 98 (6) 1669-1730
- 'The Purposive Transformation of Corporate Law' (2021) 69 American Journal of Comparative Law, 478-538 (with Edmund Schuster) (an earlier version of the paper is available here as LSE Law Working Paper 04/2019)
- 'Corporate Law’s Fiduciary Personas' (2020) 136 Law Quarterly Review 454-480
- 'The Foundations of Anglo-American Corporate Fiduciary Law'LSE Law Working Papers 15/2018
- 'Hostile Takeovers and the Non-Frustration Rule: Time for a Re-Evaluation'Law, Society and Economy Working Paper Series 19-2016 (2016)
- 'Corporate Law and Self-Regulation' in Gordon and Ringe (eds.) The Oxford Handbook of Corporate Law and Governance (OUP 2018); originally published as LSE Law Society and Economy Working Paper Series, 05-2015
- ‘The Rule in Foss v Harbottle is Dead; Long Live the Rule in Foss v Harbottle'Journal of Business Law (2015) (3) pp.274-302
- ‘Towards a More Ethical Culture in Finance: Regulatory and Governance Strategies’ (with Dan Awrey) in Capital Failure: Rebuilding Trust in Financial Services (2014, Oxford University Press) 277-304
- 'Consequential Responsibility for Client Wrongs: Lehman Brothers and the Regulation of the Legal Profession' (2013) 76 MLR 26-61 (with Richard Moorhead)
- 'Between Law and Markets: Is there a Role for Culture and Ethics in Financial Regulation' (2013) 38 Delaware Journal of Corporate Law) (with Dan Awrey and William Blair) pp.191-245
- 'The Path of Corporate Fiduciary Law' (2012) 8 New York University Journal of Law and Business 395-485
- 'Is the Board Neutrality Principle Rule Trivial? Amnesia about Corporate Law in European Takeover Regulation' (with C. Gerner-Beuerle and M. Solinas) European Business Law Review (2011) 22(5), pp.559-622; working paper published as WPS03-2011 in LSE Law, Society and Economy Working Paper Series (May 2011). (with C. Gerner-Beuerle and M. Solinas)
- ‘The Decline of Legal Capital: An Exploration of the Consequences of Board Solvency Based Capital reductions’ in A. Reisberg and D. Prentice eds, Corporate Finance in the UK and the US (OUP, 2011) pp.27-58
- 'Involuntary Creditors and the Case for Accounting-Based Distribution Regulation' (2009) Journal of Business Law (2) 140-165
- ‘The Illusion of Importance: Reconsidering the UK’s Takeover Defence Prohibition’ (2007) 56 International and Comparative Law Quarterly 267-308
- The Oxford Annotated Companies Acts (2007) (contributing author, chapters on accounting and audit, together with KPMG)
- ‘Waiting for Enron: the Unstable Equilibrium of Auditor Independence Regulation’ (2006) 33 Journal of Law and Society 388-420
- ‘Evading Enron: Taking Principles Too Seriously in Accounting Regulation’ (2005) 68 Modern Law Review 594-625 (this article was awarded the MLR’s annual Wedderburn Prize)
- ‘Does it Matter How the Law Thinks About Corporate Opportunities’ (2005) 25 Legal Studies 533-558
- ‘Lost in Translation: Corporate Opportunities in Comparative Perspective’ (2005) 25 Oxford Journal of Legal Studies 603-627
- ‘No End in Sight for the History of Corporate Law: The Case of Employee Participation in Corporate Governance’ (2002) 2 Journal of Corporate Law Studies 34-81
Revolutionary Amnesia and the Delegated Nature of Prerogative Power UK Constitutional Law Association Blog 8 October 2020
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
Engagement and impact
Engagement and Impact
David is a Senior Researcher with LSE’s Financial Markets Group and a Research Member of the European Corporate Governance Institute. David is a member of the Editorial Board of the Modern Law Review and a former General Editor of the Review. He is an Associate Member of Cornerstone Chambers and a member of LSE’s Council (it’s governing body) and a member of the Managerial Board of the Marshall Institute. He has 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.