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What is the nature and source of prerogative power? Where does it come from and how was it created? British constitutional law makes several assumptions in these regards. It assumes that these powers are inherent in or intrinsic to the Crown and it assumes that these powers are common law powers, meaning that they are constituted or conferred by the common law. This article takes issue with these conceptions of the nature of prerogative power. It shows that the idea that prerogative powers are sourced in the common law is derived from the seventeenth century’s theory of the ancient constitution; a theory famously advocated by Sir Edward Coke and embodied in his observation that “the King hath no prerogative but that which the law of the land allows him.” However, as the article shows, this theory of the ancient constitution was not an accepted theory of law in the seventeenth century, but rather an intensely contested political theory. It occupied a battlefield of constitutional ideas along with theories of kingly power sourced in conquest and the divine. Moreover, although these theories disagreed about the source and extent of prerogative power, they all posited a protocorporate Crown wedded to dynastic succession. The article shows that, from the perspective of a corporate Crown, the Glorious Revolution of 1689 resulted in the effective dissolution or dormancy of the kingly corporation embodied in James II, requiring that the Crown and kingly power be remade anew in the United Kingdom’s last “historically first” constitutional event. Through a close reading of the Bill of Rights and the proceedings of the Convention Parliament of 1689, the article evidences the statutory remaking of the Crown and prerogative powers and shows how from 1689 to today prerogative powers should be understood as a grander form of statutorily delegated power.

What is the purpose of a corporation? This fundamental question is as old as corporate law itself, and traditionally it is asked with reference to the ultimate beneficiaries of a corporation’s activities. Modern management theory and the current technology-driven transformation of the economy, however, have breathed new life into the question about corporate purpose. Here, purpose is understood as an animated mission-purpose articulation of the reason for a corporation’s existence; an aspirational idea about its existence that has the capacity to bond internal and external stakeholders to the company, inspiring innovation, productivity, and customer loyalty. This understanding of corporate purpose offers a pathway to a more inclusive and interconnected form of modern capitalism. This approach to purpose is now gaining regulatory traction. In December 2018, the United Kingdom’s “comply or explain” Corporate Governance Code adopted a provision which provides that “the board should establish the company’s purpose.” This Article takes the United Kingdom’s regulatory adoption of mission-purpose as a platform from which we can explore the economic and social benefits of purposeful companies and the legal and non-legal conditions that are necessary to support and nurture such companies. The Article argues that in the absence of purposeful shareholders corporate law must enable companies to construct a zone of insulation which protects its purpose—whatever it may be—from the pressures of immediate shareholder preferences which can compromise mission-purpose. It argues that in jurisdictions where law and market practice prevent the construction of such a zone of insulation, the economic and social benefits of purposeful companies will be unavailable, as mission-purpose disintegrates into the prosaic or a mere marketing device. This claim generates several theoretical and empirical objections, which the Article considers and rejects.

What is the nature and source of prerogative power? Where does it come from and how was it created? British constitutional law makes several assumptions in these regards, none of which have been subject to careful interrogation. Presumptively, it assumes that these powers are powers constituted in the midst of time through an amalgam of conquest, religion and community. It assumes that these kingly powers are original powers, meaning that the end for which a power is to be used is determined by the power-holder; they are not delegated powers subject to purposive limitation as are statutorily delegated powers. And it assumes that the prerogative powers exercised today are the same kingly powers exercised by Kings and Queens, time out of mind. These assumptions are the structural drivers of the arguments on both sides of the recent debate and case law surrounding the Government’s use of the prerogative of prorogation. However, as this article demonstrates, historically situated, all of these assumptions are inaccurate. The article shows how we have ignored the revolutionary implications of the Glorious Revolution in 1688; our last “historically first” constitutional event. When we interrogate this event we see that the prerogative powers exercised by the executive today are not original but delegated, and they were not constituted prior to 1688 but were formed through statutory delegation from a constituted parliamentary sovereign in 1689, the Convention Parliament. They are merely a grander form of statutory delegated powers and as such can be subject to judicial review which focuses on the use of those powers for their proper purpose. This insight renders the Supreme Court’s approach in Miller II unnecessary, and the Divisional Court’s approach untenable.

How does management insulation from shareholder pressure influence banks’ resilience to crises? To address this question, we develop a measure of management insulation based on legal provisions. Unlike the existing alternatives, our measure considers the interactions between different provisions. We use this measure to study the relationship between management insulation and bank failure during the 2007-09 financial crisis. We find that banks in which managers were more insulated from shareholders in 2003 were less likely to be both bailed out in 2008/09 and targeted by activist shareholders. By contrast, alternative measures of management insulation fail to predict both bailouts and shareholder activism.

Should transactional lawyers bear responsibility when their competent actions facilitate unlawful activity by their client? Or is a lawyer's only concern to act in the client's interest by providing her with the advice and support she seeks? The high profile failure of Lehman Brothers provides a unique opportunity to explore these questions in the context of the provision of a legal opinion by a magic circle law firm. A legal opinion which, although as a matter of law was accurate, was a necessary precursor to an accounting treatment by Lehman Brothers which was described by the Lehman's Bankruptcy Examiner as 'balance sheet manipulation'. The article argues that the law's existing understanding of when consequential responsibility should be imposed on those who assist another's wrongdoing provides a theory and a tool-kit whose application can be justifiably extended to the professional regulation of transactional lawyers.

This Chapter introduces the market for corporate control and provides theoretical and empirical context about the functioning and effects of the market for corporate control. Ideally such context should inform the analysis and evaluation of the Takeover Code’s regulation of the UK market for corporate control. However, as the Chapter shows, neither our understanding of the likely effects of the market for corporate control on companies, boards, shareholders and stakeholders, nor the state of empirical evidence provide clear cut guidance on how to regulate the market for corporate control. The Chapter considers evidence on the value effects of takeovers and shows that evidence from the short term market response to announced takeovers supports claims that takeovers in aggregate generate value, but the longer term evidence is more mixed and inconclusive. It also considers the methodological limitations of both the short term and long term evidence. The Chapter then proceeds to consider the effect of the market for corporate control on stakeholders. It explores the commonly held view that takeovers are detrimental for employees but finds again that the empirical evidence is inconclusive, although the theoretical case that takeover activity may undermine employee investment in the business remains compelling. The Chapter then explores the role of the market for corporate control as a governance device. It is often assumed that the market for corporate control acts as a disciplinary device holding managers to account, but as the Chapter shows the disciplinary effects work differently and less precisely than regulators and the public debate commonly assume. The Chapter also shows that such indirect effects may also mould management and board behaviour in economically suboptimal ways, which the Chapter considers in the context of the debate about the possible short term orientation of UK boards.

The Chapter considers Code regulation of the bid timetable as well as its regulation of the information provided to shareholders and stakeholders as part of the bid process. With regard to time regulation the Chapter details the Code’s bid timetable for contractual offers and schemes: from the commencement of the offer period, the competing bid timetables, to the payment of consideration. The Chapter explores and challenges the assumptions about investors and market practice on which this time regulation is premised. The Chapter then turns to disclosure. It explores and details the types of disclosure required in relation to the bid itself and of the bidder and target companies, and explores the techniques deployed by the Code to ensure the accuracy, and informativeness, of the disclosures. The Chapter argues that for mandatory takeover bid disclosures to be justified they must be additive, informative in practice and actually used. The Chapter raises questions about whether all Code disclosures comply with these criteria. Particular concerns are raised about predictive information relating to the commercial effects of the business combination as well as the effects on employment and business location. The Chapter submits that practical business considerations and concerns about ex-post reputational damage where reality departs from prediction (as well as concerns about ex-post enforcement action by the Panel, results in disclosures that are often uninformative, benefiting only those who are paid for producing them.

This Chapter commences the book’s analysis of the Takeover Code and the Panel. The Chapter considers the structure and operation of the Panel and the structure and the scope of application of the Code. It commences with an analysis of the nature of the regulatory system, which before 2006 would have been described as self-regulation of the takeover market and today is more appositely described as market-controlled regulation. The Chapter considers the pros- and cons- of self/market regulation and argues that the standard advantages that are claimed for this form of regulation, as compared to state regulation, are not clearly established in the context of takeovers. Furthermore, the Chapter argues that here are several concerns about self-regulation that are raised by Takeover Panel regulation. In particular, recent events raise concerns about the regulatory outlook of the Panel and its reticence to consider the broader effects of its rules, and a concern that self-regulatory “status anxiety” may generate overreaction to certain events and distorted rule responses. Resulting in Code rules that are the product of a narrow understanding of their effects and status anxiety rather than a neutral policy assessment of the effects of the rules. The Chapter then details the legal foundations of the Takeover Panel’s power to regulate takeovers put in place to implement the Takeover Directive and considers the make-up and the roles of the different Panel bodies – the Code and Hearings Committees and the Panel Executive – and the role of the Takeover Appeal Board. Although the UK Government’s and the Panel’s objective in implementing the Directive was to maintain business as usual, the Chapter identifies operational changes that result from implementation. The Chapter then proceeds to consider the structure of the Code. It considers the Code’s General Principles and their relationship to Code rules and to a set of core underlying Code principles which the Chapter describes as the Code’s grund principles. The Chapter then considers the status of the Code rules as an autonomous “non-legal” set of rules and analyses the more complex relationship between the Code rules and company law generated by the Directive. The Chapter concludes with an analysis of the scope of application of the Code and the Directives conflict of laws’ rules for addressing EEA cross takeover regulation conflict.

This Chapter explores the origins of the Takeover Code and Panel. It considers the historical drivers that led both to the Code’s predecessor - the Notes on the Amalgamation of British Business - in the late 1950s and to the Code and the Takeover Panel in the late 1960s, and the reasons why the self-regulation of the UK’s market for corporate control succeeded. The Chapter commences by providing regulatory context within which the actual takeover events which led to the Notes and the Code should be interpreted. The Chapter posits three key elements of this regulatory context: first, the prevalent British regulatory style in the mid-20th century which involved a conception of the state that contained a strong bias towards market solutions. A conception in relation to which terms such as laissez faire or deference do not do justice. The state deferred but was actively involved in facilitating market action through its channels of communication with market representatives, the threat and possibility of state action, and through the setting up of inquiries and Commissions. The second, connected, element was the self-understanding of the City of London, as almost a State within the State, like the Vatican with its capital market pope,the Governor of the Bank of England. A self-understanding that reinforced the British regulatory style and the City’s “right of self-regulation”. The third element is the evolution of corporate ownership from the middle of the 20th century involving the transformation from retail to institutional ownership. With this context, the Chapter analyses the key takeover events that created public, political, shareholder and corporate consternation in the mid- and late -1950s and the early and late 1960s. The Chapter interrogates the multifaceted reactions to these events and attempts to trace how these reactions are translated into regulatory action – the Notes, the Code and the Panel - and the substance of the Code rules. Through this analysis the Chapter shows how the merchant banking community took control of takeover regulation and argues that the formation and the substance of the Code, as well as its success, owes much to the realisation of the City’s merchant banking community that there was money to made in an active and open market for corporate control and hostile takeovers. In setting forth this account this Chapter challenges an important current view that the Code is the product of institutional shareholder co-ordination to protect their interests. The final part of the Chapter considers the success of the Code and Panel. It posits three key drivers of success: first, the fact that the merchant banking community is hard wired to both the substance and the practice of the Code; second that the Courts stayed clearly on the side-lines and took a highly deferential approach to judicial review of Panel decisions; and, third, that the substance of the Code itself demarcated the Panel’s regulatory success through two keystone rules: the non-frustration rule and the mandatory bid rule.

This Chapter explores the nature, the origins and optimality of the mandatory bid rule. It first provides an account of “voluntary” nature of the mandatory bid rule as well as the evolution of the rule from on obligation imposed on selling target directors and major shareholders to an obligation placed upon shareholders following the crossing of ownership thresholds. The Chapter outlines the contemporary mandatory bid rules, including the trigger points, the Code’s policing of the trigger points, and the distinctive and more onerous terms of a mandatory bid. The final part of the Chapter considers the justifications for, and the effects and optimality of, the rule. It concludes that the traditional rationales given in support of the rule are weak and that the theoretical case that the rule is more likely to prevent efficient or inefficient transactions is inconclusive and there are is supportive empirical evidence on either side of the debate. It seems probable that the rule affects ownership structure by deterring the formation of control blocks but whether this is a net welfare gain or loss is unclear, particularly in the UK which benefits from strong minority protection rules. Given weak rationales and this uncertainty about the effects of the rule the Chapter argues that the rule should be retained in the Code and enforced by the Panel but it should be optional for companies. Whether it applies to any particular target company should depend on whether the company has opted out of the rule through its constitution.

This Chapter considers the Code’s regulation of the pre-offer period. It considers both the regulation of the provision of information to shareholders and to the market about the possibility that an offer may be made and the regulation of the courtship period prior to the offer where the bidder attempts to persuade the target board and the target shareholders to be receptive to the offer (the “pre-bid dance”). More precisely, it considers the disclosures that any shareholder must make when specified ownership thresholds are crossed and the circumstances in which the Code requires an announcement about the possibility of an offer. The Chapter critiques the Code’s strict approach to the suggested terms included in a possible offer announcement, questioning whether its restriction on amendment in the absence of reservations significantly reduces the unavoidable uncertainty surrounding a possible offer. The Chapter is also critical of the Panel’s approach to requests to amend terms when no reservations to suggested terms are included in the announcement. In this regard, it shows how the Hearings Committee’s reasoning supporting its very strict approach in the Kalahari Minerals case is unpersuasive. The Chapter then considers the regulation of the pre-bid dance including the put-up or shut up rule and the Panel’s post-Cadbury difficulties in regulating statements of future intention, which initially led to expansive and unthought-through regulation of intention statements and then to recent Code amendments providing for Post-Offer Undertakings and Post-Offer intention statements. This section concludes by arguing that although several of Code pre-bid rules and rulings are difficult to make sense of on their stated terms, they can be made sense of in terms of attempts to shift the structural pro-bidder power balance of the Code back towards the target board. They demonstrate that the Code does not, as it purports to do, take a neutral position between facilitating and impeding takeovers and that the structural power balance, generated most importantly by the non-frustration rule, distorts rule-making in other areas of the Code. Finally, the Chapter considers the firm offer announcement and its effects and the Codes share purchase disclosure regime during an offer.

Providing a clear and comprehensive exposition of takeover law in the UK, this book analyses the principles behind the Takeover Code, explaining the origin, effect, and operation of the rules and regulation with reference to practice and theory. Set in an economic context, the book includes coverage of the jurisprudence of the Takeover Panel, and offers an in-depth understanding of takeover regulation while also providing a degree of context and background to make sense of the regulation. A thoughtful explanation of takeover law, this is a valuable resource for the field of takeover law.

This Chapter considers the keystone rule, the non-frustration rule and its operation and effect in the context of hostile takeovers. The Chapter first explores the scope of the rule to determine what steps target boards can and cannot take when faced with a hostile offer. It considers the general meeting approval of frustrating action and explains why in practice such approvals are never seen. The Chapter then proceeds to consider the optimality of the rule. It considers first the roots of both the Panel’s and more general public support for the rule, arguing that commitment to the rule is a function not of the policy balance between the advantages and disadvantages of the rule but rather a function of broader and deep structural understanding of the balance of power in a UK company. It is a commitment whose genesis is historically contingent which should, if possible, be discounted in the policy assessment of the advantages and disadvantages of allowing target boards to defend against unwanted takeovers. The Chapter then proceeds to consider this policy balance in a UK context which involves, inter alia, a consideration of: the extent to which defences can be used to entrench a board which is subject to pro-shareholder UK company law; the extent to which the market for corporate control acts a governance mechanism; and modern fund management behaviour influenced by relative performance metrics which supports a claim that defences can be justified in order to protect ultimate shareholders from their fund managers, a nuance on the standard justification that defences protect shareholders from themselves. The Chapter concludes that the policy case for prohibiting takeover defences is weak, and moves to consider the reform options in light of the post-Cadbury and Kraft debate on this issue. The Chapter considers and supports both reform of the non-frustration rule (by abolishing the rule) and a higher acceptance threshold (which effectively enables shareholders who are interested in long term fundamental value to make the decision). But the Chapter rejects disenfranchisement of short-term shareholders and enhanced public interest test. The Chapter concludes that it is now time for the Panel to engage with the broader consequences of the rule and reform options.

This Chapter considers the regulation of two mechanisms designed to manage bidder deal risk: bid conditionality and deal protections. The first part of the Chapter considers the function of deal conditionality and the justifications for interfering with the free contracting process between bidder and target shareholder. It argues that the case for interference is not strong in the takeover context, suggesting that the Code’s stringent regulation of conditionality may be performing an ancillary role unconnected to the direct interests of the parties: a role similar to the non-frustration rule as a keystone rule: it keeps courts out of the regulatory space. The Chapter then details the nature of Code conditionality regulation (both conditions to making the offer and conditions of the offer itself). The Chapter pays close attention to the regulation of competition authority conditions at UK and EU levels, and the regulation of financing conditions and material adverse change conditions. The Chapter then turns to the second element of deal risk addressed in this Chapter, namely, the risk and costs of non-completion. The Chapter outlines the range of costs associated with non-completion for the bidder and the various deal protection undertakings and inducement fee arrangements which can alleviate those risks. The Chapter then proceeds to detail the recent amendments to the Code introduced in the wake of Cadbury and Kraft that, in large part, prohibit the use of deal protection devices. The Chapter considers the Panel’s stated reasons for this reform and argues that although these reasons are somewhat persuasive they are not compelling enough to support the severe nature of the reforms, given that these drivers were not supported by any empirical evidence and clearly in some instances will hinder efficient deal making. The Chapter argues that these reforms provide an example of how the self/market controlled technique of regulation may result in poor rule-making. The Chapter argues that the Panel’s “status anxiety”, outlined in Chapter IV, may account for this over-reaction, as may the Panel’s immediate concern following Cadbury that the Code’s openness to takeovers, and the keystone non-frustration rule, had been placed in play. Finally, in regard to inducement fees and deal protections that the Code and the Panel may allow, the Chapter considers their legality in accordance with UK company law, considering in particular directors’ duties and the prohibition on the provision of financial assistance.

This Chapter commences the book’s analysis of the Code’s regulation of the terms of a voluntary offer. Most importantly, this Chapter explores the role of equality of treatment in structuring these rules. It considers first the Code requirement to make an offer for all classes of shares and convertibles: a comparable offer for different classes of share, and an appropriate offer for convertibles. This first part of the Chapter explores what is required by a comparable or appropriate offer as well as the Code’s understanding of when additional rights connected to shares render such shares a separate class of shares. This section also explores the justification for the requirement to make comparable offers and finds that equal treatment does not provide a persuasive rational for the rule rather the rule is supported by an idea of minority shareholder protection and the right to exit when faced with a new controller. The second part of the Chapter considers rules that provide for equality of treatment in relation to price, the form of consideration and in relation to other arrangements between the bidder and selected shareholders. As in relation to the requirement to make an offer for all classes of shares, this Chapter is concerned to interrogate intuitive “equal protection” accounts of why we have these rules. It shows that in relation to the highest price rule equality of treatment has some, but incomplete, traction. Particularly where a target company has an existing controller, equal treatment is unpersuasive as a rational for the highest price rule and we must look elsewhere to support the rule. The Chapter considers alternative rationales for the rule, in particular, market integrity and the early-years concerns of the Panel that the market was rigged in favour of institutions to the detriment of retail investors. Finally, given its centrality to these areas of regulation, the Chapter considers the definition of the term “acting in concert” and its effect on these rules.

This Chapter steps away from the Code’s regulation of the deal process to consider UK company law’s regulation of target and bidder directors’ discretion in an offer. Here we consider the constraints that UK directors’ duties impose on bid decision making, including the decisions to make, to recommend or to reject an offer. The Chapter considers three duties: the duty to promote the success of the company in Section 172 of the Companies Act 2006; the duty to use powers for their proper purposes in Section 171(b) of the Act, which was formally known as the proper purpose doctrine; and the duty of care in section 174. With regard to Section 172, the Chapter argues that it is important to understand the distinction between the standard as a standard of expected behaviour and the standard as a standard of liability. As a standard of expectation the standard should in theory impose restraint on bidder hubris and requires target boards to focus on value, which in some instances will require the recommendation of a premium bid where the value of the bid exceeds the discounted long term value of the company. But as a standard of liability, directors are highly unlikely to be found to violate this duty as the standard is a subjective duty, which in application creates a plausibility or rationality standard. With regard to section 171(b), although the duty is rarely invoked in a public takeover context as it is pre-empted by the non-frustration rule, its consideration is central to understanding the nature, effects and potential reform of the non-frustration rule considered in Chapter XI. Accordingly, it is considered here with other relevant duties. Finally, the Chapter considers the nature and effect of the duty of care. Drawing on the recent example of the Royal Bank of Scotland’s takeover of ABN and Ambro as well as comparative law, the Chapter explores the meaning of the requirements of the duty of care is a deal context.

This Chapter considers the nature and characteristics of different deal structures: the different ways in which a control transaction can be effected. It commences with an analysis of asset deals, which - although we do not encounter in the context of the takeovers of publicly traded companies which are the subject of this book – assist in understanding the nature of other deal structures as well as understanding the ways in which deal risk can be managed and, to a limited but important extent, assist in understanding certain Code rules. The Chapter then considers direct share offers (otherwise known as contractual offers). It analyses their structure as well as the corporate, Listing Rule and third party approvals required to effect a share deal. It also considers the use of compulsory acquisition powers to acquire all the shares in the company following the contractual offer. The Chapter then considers the use of Schemes of Arrangements in control transactions. It details the different types of control schemes, namely transfer schemes and merger schemes, and considers their advantages and disadvantages as compared to contractual offers. It analyses the different stages of the scheme process and the role of the courts in each stage. The final part of the Chapter considers the operation of the UK’s cross border merger regime, introduced to implement the European Union’s Cross Border Mergers Directive.

This Chapter critically evaluates the Takeover Code’s "keystone" rule, the non-frustration rule. It first explores the scope of the rule to determine what steps target boards can and cannot take when faced with a hostile offer, and then considers the general meeting’s power to approve of frustrating action and why in practice such approvals are never seen. The Chapter then proceeds to consider where the rule is optimal for UK companies and the UK economy. It considers in particular the roots of the broad support in the UK for the rule, arguing that the commitment to the rule is a function not of the policy balance between the advantages and disadvantages of the rule but rather it is a function of the regulatory biases and preferences generated by the structure of power relations in a UK company. The Chapter then proceeds to consider this policy balance in a UK context and concludes that the policy case for prohibiting takeover defences is weak. It then moves to consider the reform options in light of the post- Cadbury and Kraft debate on this issue. The Chapter considers and supports both reform of the non-frustration rule (by abolishing the rule) and a higher acceptance threshold (which effectively enables shareholders who are interested in long term fundamental value to make the decision). But the Chapter rejects disenfranchisement of short-term shareholders and an enhanced public interest test. It concludes that it is now time for the Panel to engage with the broader consequences of the rule and possible reform options.

This paper explores the different ways in which market actors are “co-opted” as corporate law regulators. It considers the the preconditions for generating “endogenous self-regulation” through the lens of the formation and operation of the UK Takeover Code and Panel. The paper argues that its incontrovertible success as a command, control and surveillance regulator is in large part attributable to merchant (investment) banking control over the production of the original Code and the ways in which the Code generates direct and indirect income opportunities for investment bankers in takeover activity, referred to in the paper as “bribing the quarterback”. The paper also uses the Takeover Panel example to explore the unexpected regulatory biases that are generated by the survival and legitimacy concerns of the self-regulator itself. From endogenous self-regulation, the paper moves onto consider “market-controlled” regulation where the state directly co-opts market actors as regualators. Using the example of “comply or explain” corporate governance codes the paper explores the powerful market-based enforcement drivers and argues that these drivers interact with a “comply or explain” regulatory outlook that is likely to, and does, lead to sub-optimal regulation that overweights accountability concerns. Setting these regulatory effects alongside the regulatory biases identified in the analysis of the Takeover Code, the paper shows that the regulatory biases generated by self-regulation are more muli-faceted than, and often inconsistent with, the standard account that self-regulation is likely to generate rules that favour the regulated.

To describe the underlying clinical decision-making rationale among general pediatricians, family physicians, pediatric cardiologists and pediatric nephrologists in their approach to an adolescent with hypertension.We conducted semi-structured phone interviews with a convenience sample of physicians from the above-mentioned 4 specialties. Each participant was asked to "think aloud" regarding their approach to a hypothetical patient - 12 year old boy with persistent hypertension for 6 months. Standardized open-ended questions about potential factors that could affect physicians' diagnosis and treatment strategies (e.g., patient age) were used. Interviews were audio-recorded; transcribed verbatim; transcripts were independently coded by 2 investigators; emergent themes identified and inter-coder agreement achieved. Thematic analysis was performed based on grounded theory.Nineteen participants included 5 general pediatricians, 5 pediatric cardiologists, 5 pediatric nephrologists and 4 family physicians. Five themes emerged: 1) Accuracy of blood pressure measurement and hypertension diagnosis, 2) Shift in the epidemiology of pediatric hypertension from secondary to primary hypertension, 3) Patient characteristics considered in the decision to initiate workup, 4) Obesity-centered choice of diagnostic tests and lifestyle modifications, and 5) Variable threshold for initiating antihypertensive pharmacotherapy vs. referral to hypertension specialists.There is variation across primary care and specialty physicians who provide care for children and adolescents with hypertension. Key areas of variability include the willingness to initiate antihypertensive medications, the use of diagnostic tests (e.g., ambulatory blood pressure monitoring), and the perceived need for specialty referral. Further study is needed to assess whether different treatment paradigms result in differential patient outcomes.

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.

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.

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.

Objective: Patterns of rediversion in two postbooking jail diversion programs in Florida were examined to better understand the extent to which diversion programs served repeating clients. Rediversion occurs when a former or current diversion program participant is booked into jail on a new charge and diverted once again through the same diversion program. Methods: Data from 18 months of consecutive entries into the Hillsborough County jail diversion program (N=336) and Broward County mental health court (N=800) were examined. Results: Similar rediversion patterns were observed for the two diversion programs. About one-fifth of those who were diverted during the 18-month study period were rediverted at least once. Nearly half of those who experienced rediversion did so within 90 days of their initial diversion. Although fewer than 6 percent were rediverted two or more times, these individuals accounted for a disproportionately large number of overall diversions and were rediverted more quickly than those with only one rediversion. Conclusions: The diversion programs examined here appear to be experiencing a level of repeating clients similar to that observed in other pathways for accessing mental health treatment. (Psychiatric Services 56:835–839, 2005)

(2003). Corporate Governance Regimes: Convergence and Diversity. Edited by Joseph A McCahery, Piet Moerland, Theo Raaijmakers and Luc Renneboog. Journal of Corporate Law Studies: Vol. 3, No. 1, pp. 201-206.

The proper plaintiff rule reflects the elemental legal principle that only the right-holder is entitled to enforce the right. At common law, as a corollary of this principle, only when the general meeting was incapable of acting in the corporate interest could a derivative action be brought. It followed from this principle that wrongdoer control of the shareholder meeting was a pre-requisite to derivative litigation. The Companies Act 2006 introduced what is considered to be a ‘new’ derivative action mechanism. Although the Act is silent about the wrongdoer control requirement, it is widely understood to have abolished it. Central to this understanding is the view that this is what Parliament intended, as supported by a view of the mischief of the Act and by several ministerial statements. However, careful attention to the extra-legislative record as well as to the rules on statutory interpretation render this view of the mischief of the Act inaccurate and these statements of ministerial intent inadmissible. Detaching our interpretation of the Act from reliance upon this record opens up unexpected possibilities when combined with observations from recent authority which suggest that the Act’s reforms were not intended to abolish the proper plaintiff principle. A compelling case can be made that wrongdoer control remains as a threshold condition to derivative litigation.

The limits of markets as mechanisms for constraining socially suboptimal behavior are well documented. Simultaneously, conventional approaches toward the law and regulation are often crude and ineffective mechanisms for containing the social costs of market failure. So where do we turn when both law and markets fail to live up to their social promise? Two possible answers are culture and ethics. In theory, both can help constrain socially undesirable behavior in the vacuum between law and markets. In practice, however, both exhibit manifest shortcomings. To many, this analysis may portend the end of the story. From our perspective, however, it represents a useful point of departure. While neither law nor markets may be particularly well suited to serving as “the conscience of the Square Mile,” it may nevertheless be possible to harness the power of these institutions to carve out a space within which culture and ethics—or, combining the two, a more ethical culture—can play a meaningful role in constraining socially undesirable behavior within the financial services industry. The objective of this article is to explore some of the ways which, in our view, this might be achieved. This exploration takes place across two dimensions. In the first dimension, we hold constant the core internal governance arrangements— corporate objectives, directors’ duties, board composition, committee structures, and remuneration policies—within financial institutions. We then examine how the law and markets might be leveraged to engender a more ethical culture in two important areas: bilateral counterparty arrangements and socially excessive risk-taking. More specifically, we examine how “process-oriented” regulation, backed by a credible threat of both public enforcement and reputational sanctions, might be employed with a view to reframing personal ethical choices and fostering a more ethical organizational culture within financial services firms. Intuitively, we would expect the success of this strategy to be a function of the incentives generated by existing internal governance arrangements. Lamentably, however, many of these arrangements give primacy to the financial interests of shareholders and managers over those of other stakeholders including, perhaps most importantly, society. In the second dimension, therefore, we examine how we might cultivate a more ethical culture through reforms of the core governance arrangements of financial institutions.

Market liberalisation of legal services is being accompanied by key changes in professional regulation, notably outcome focused regulation, prioritised through risk-assessment and invoking stronger elements of relationship management. These suggest changes in the nature of professionalism. For some at least, market liberalisation in particular threatens to weaken professional ethics. Because of the transitions underway in the legal services market, there is a need to better understand the ethics of legal service providers. This report examines ways of doing that. Regulators (and businesses) in other fields and jurisdictions have begun to recognise the limitations of command and control regulation and as a result, an interest in tools which seek to deepen understandings of ethics has grown. Systematic understanding of ethics in the legal services market is remarkably thin. Debate about ethics is often based on anecdote and argument and where it is evidenced at all it usually derives from data on complaints and regulatory enforcement. These are limited sources, subject to limited analysis. Some more detailed specific analyses have been undertaken relevant to particular market sectors (wills) or themes (referral fees). This document reviews how empirical research can be used to track ethics across a legal services market consisting of a range of different markets and provider types, both professional and non-professional.