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An examination of shallow GAC filter caps to promote biological filtration without requiring costly full filter bed media replacements.

In this review, we explore the impact of technology on US and UK law firms, focusing in particular on the recent machine learning wave of artificial intelligence. Technology has not so far ushered the end of law firms as we know them. Adoption of artificial intelligence/machine learning is in its early stages in the sector, and its impact has been constrained by the scope of use cases for which it is so far well-suited. Technology is nevertheless transforming law firms, in the sense of leading to material changes to their current forms, in the following novel ways: ( a) deployment not only in the back office but in the front office, affecting lawyers’ core tasks of advising clients; ( b) opportunities for lawyers to pursue alternative career paths with different skill sets across the profession; and ( c) emerging options for law firms to adopt business models creating value from nonhuman capital and nonlegal human capital. Expected final online publication date for the Annual Review of Law and Social Science, Volume 19 is October 2023. Please see http://www.annualreviews.org/page/journal/pubdates for revised estimates.

This paper discusses how digital technologies including artificial intelligence (AI) reshape the work of lawyers and the organisations that they work for. We overview how AI is being used in legal services, and identify three distinct impacts: AI substitutes automatable legal tasks; AI enhances productivity of lawyers giving advice on the basis of AI-generated outputs; and legal expertise itself augments the deployment of AI when lawyers work as part of a multi-disciplinary team (MDT) encompassing a range of relevant professional expertise. Our survey of English solicitors shows that AI deployment is associated with MDTs, and that MDTs are less prevalent in law firms than in corporations. This latter finding is due to challenges that law firms face as mono-professional partnerships. We find evidence from our interviews that their challenges lie not so much in capital constraints, relaxed via alternative business structures in the UK, but in traditional law firms’ inability to recruit and retain talent other than those in the legal profession. Inadequate adaption is occurring in law firms shifting their structure from a funnel shape to a rocket shape with junior lawyers in partnership tournament working alongside a growing number of non-lawyers whose career paths offer no prospect of partnership.

Mitigating the worst consequences of climate change by transitioning to a net-zero economy requires investment on a large scale. Directly pricing emissions, the first-best solution to drive capital reallocation, is considered politically infeasible—so policymakers put their currency in facilitating the pricing of climate risk by investors. Yet investors, faced with scientific and policy uncertainty around climate risks compounded by a lack of information about companies’ exposures, struggle to do just that. This Article shows that current disclosure policies do not require companies to disclose the information that investors need to price climate risk, and voluntary frameworks like the Task Force on Climate-related Financial Disclosures—important as they are—have failed to turn the tide. The result is mispricing and a misallocation of capital, which harms investors and hampers the net-zero transition. Against that context, this Article argues that traditional securities regulation rationales and net-zero imperatives call for mandatory corporate climate disclosures. To create a yardstick against which governments’ proposals can be evaluated, both to support their efforts and to call out policy greenwashing, this Article outlines several design principles that go beyond the emerging consensus and cover the regulatory architecture that supports such a disclosure regime.

‘Shareholder rights’ are the legal entitlements of shareholders vis-à-vis companies in which they invest. A large body of research has sought to investigate how shareholder rights foster accountability of controllers. The concern has been that without accountability, managers and dominant shareholders will use their power to further their own interests at the expense of outside investors. A contrasting concern is that strengthening shareholder rights may come at the expense of other parties, which may also lead to misallocation of corporate resources. A recently-emerging body of research suggests that the relationship between shareholder rights and social welfare is not monotonic, but rather inverse-U-shaped. We argue that the calibration and impact of shareholder rights depends crucially on the institutional channel(s) through which they are implemented—voting, litigation, and/or market pricing. In particular, the market pricing channel intensifies the effects of shareholder rights in ways that can be excessive. This can harm not only other constituencies but also shareholders, as it can promote short-termism and systemic externalities. These problems are less pronounced for shareholder rights implemented through the voting channel.

The legal services market is commonly thought of as divided into two “hemispheres”-- PeopleLaw and BigLaw. These segments represent, respectively, individuals and corporate clients. The last few decades have seen an increasing concentration of resources within the legal profession toward serving corporate clients, to the alleged detriment of consumer clients. At the same time, the costs of accessing legal representation exceed the financial resources of many ordinary citizens and small businesses, compromising their access to the legal system. We ask: will the adoption of new digital technologies lead to a levelling of the playing field between the PeopleLaw and BigLaw sectors? We consider this in three related dimensions. First, for users of legal services: will technology deliver reductions in cost sufficient to enable affordable access to the legal system for consumer clients whose legal needs are currently unmet? Second, for legal services firms: will the deployment of technology to capture economies of scale mean that firms delivering legal services across the two segments become more similar? And third, for the structure of the legal services market: will the pursuit of economies of scale trigger consolidation that leads both segments toward a more concentrated market structure?

Predicting the outcome of a legal process has recently gained considerable research attention. Numerous attempts have been made to predict the exact outcome, judgment, charge, and fines of a case given the textual description of its facts and metadata. However, most of the effort has been focused on Chinese and European law, for which there exist annotated datasets. In this paper, we introduce CASELAW4 — a new dataset of 350k common law judicial decisions from the U.S. Caselaw Access Project, of which 250k have been automatically annotated with binary outcome labels of AFFIRM or REVERSE by our hybrid learning system. To our knowledge, it is the first attempt to perform outcome extraction (a) on such a large volume of English-language judicial opinions, (b) on the Caselaw Access Project data, and (c) on US State Courts of Appeal cases, and it paves the way to large-scale outcome prediction and advanced legal analytics using U.S. Case Law. We set up baseline results for the outcome extraction task on the new dataset, achieving an F-measure of 82.32%.

‘Crowdfunding’ is a burgeoning phenomenon. Its still-evolving status is reflected in diversity of contracting practices: for example, ‘equity’ crowdfunders invest in shares, whereas ‘reward’ crowdfunders get advance units of product. These practices occupy a hinterland between existing regimes of securities law and consumer contract law. Consumer protection law in the UK (but not the US) imposes mandatory terms that impede risk-sharing in reward crowdfunding, whereas US (but not UK) securities law mandates expensive disclosures that hinder equity crowdfunding. This article suggests that while crowdfunding poses real risks for funders, the classical regulatory techniques of securities and consumer law provide an ineffective response. Yet, a review of rapidly-developing market mechanisms suggests they may provide meaningful protection for funders. An initially permissive regulatory approach, open to learning from market developments yet with a credible threat of intervention should markets fail to protect consumers, is justified.

The UK’s recent vote for Brexit has sparked a fierce debate over the implications for the rights of EU citizens living in the UK and UK citizens living in the rest of the EU. So far, however, there has been relatively little discussion of the implications of Brexit for legal persons – that is, corporate citizens of the EU, which may also be profoundly affected by consequent changes. The ECJ’s 1999 decision in Centros made clear that the freedom of establishment protects the entitlement of corporate persons formed in one EU Member State to carry on their business in another Member State. Since then, many entrepreneurs in continental European countries have chosen to form companies in the UK, while still carrying on their business in their home country. What will the consequences of Brexit be for such companies? An earlier version of this paper can be found at: http://ssrn.com/abstract=2897419.

We study the impact of the announcement of enforcement of financial and securities regulation by the UK’s Financial Services Authority and London Stock Exchange on the market price of penalized firms. Since these agencies do not announce enforcement until a penalty is levied, their actions provide a uniquely clean dataset on which to examine reputational effects. We find that reputational sanctions are very real: their stock price impact is on average ten times larger than the financial penalties imposed. Furthermore, reputational losses are confined to misconduct that directly affects parties who trade with the firm (such as customers and investors). The announcement of a fine for wrongdoing that harms third parties has, if anything, a weakly positive effect on stock prices. Our results have significant implications for understanding both corporate reputation and regulatory policy.

Scholars working in the ‘law and finance ‘field have investigated empirically the links between various types of law and the incidence of venture capital finance. However, no study to date has systematically investigated the relationship between insolvency law — both personal and corporate — and venture capital finance. This paper argues that a nation’s personal insolvency law may have an important impact on the demand for venture capital finance, with more severe treatment of insolvents tending to reduce demand. This hypothesis is subjected to a preliminary test by comparing data on venture capital investment activity with an index of ‘severity’ of insolvency laws, and is not falsified. This finding will be of interest to policymakers, as a number of recent national and EU initiatives have sought explicitly to encourage innovative firms and venture capital finance.

Private equity, characterized by firms operating as privately held partnerships organizing the acquisition and 'taking private' of public companies, is currently dominating the business news due to deals growing rapidly in number and size. If the trend continues unabated, the 1989 prediction by economist Michael Jensen of 'the eclipse of the public corporation' could be proved accurate soon. This paper argues matters will work out much differently, with private equity being at least partially eclipsed. One possibility is that current market and legal conditions, which are highly congenial to public-to-private transactions, could be disrupted in ways that cause the private equity surge to stall or even go into reverse. The paper draws on history to make this point, discussing how the spectacular rise of conglomerates in the 1960s was reversed in subsequent decades and how the 1980s buyout boom led by LBO associations -- the private equity firms of the day -- collapsed. Factors that undercut conglomerate mergers and buyouts by LBO associations (e.g. the tightening of debt markets and increased regulation) potentially could do the same with the current wave of private equity buyouts, and cause at least a temporary eclipse of private equity deals. Even if conditions remain favorable to private equity, its eclipse is likely to occur in a different way. Privacy has been a hallmark of private equity, with industry leaders operating as secretive partnerships that negotiate buyouts behind closed doors and restructure portfolio companies outside the public gaze. However, assuming market conditions remain sufficiently favorable, top private equity firms, following the lead of the Blackstone Group, may well carry out public offerings. If this happens, then even if the taking private of publicly quoted companies remains a mainstream pursuit, the exercise will occur largely under the umbrella of public markets.

Delaware's expert courts are seen as an integral part of the state's success in attracting incorporation by public companies. However, the benefit that Delaware companies derive from this expertise depends on whether corporate lawsuits against Delaware companies are brought before the Delaware courts. We report evidence that these suits are increasingly brought outside Delaware. We investigate changes in where suits are brought using four hand-collected data sets capturing different types of suits: class action lawsuits filed in (1) large MandA and (2) leveraged buyout transactions over 1994-2010; (3) derivative suits alleging option backdating; and (4) cases against public company directors that generate one or more publicly available opinions between 1995 and 2009. We find a secular increase in litigation rates for all companies in large MandA transactions and for Delaware companies in LBO transactions. We also see trends toward (1) suits being filed outside Delaware in both large MandA and LBO transactions and in cases generating opinions; and (2) suits being filed both in Delaware and elsewhere in large MandA transactions. Overall, Delaware courts are losing market share in lawsuits, and Delaware companies are gaining lawsuits, often filed elsewhere. We find some evidence that the timing of specific Delaware court decisions that affect plaintiffs' firms coincides with the movement of cases out of Delaware. Our evidence suggests that serious as well as nuisance cases are leaving Delaware. The trends we report potentially present a challenge to Delaware's competitiveness in the market for incorporations. © 2012, Cornell Law School and Wiley Periodicals, Inc.

Recent theoretical literature has debated the desirability of permitting debtors to contract with lenders over control rights in bankruptcy. Proponents point to the monitoring benefits brought from concentrating control rights in the hands of a single lender. Detractors point to the costs imposed on other creditors by a senior claimant's inadequate incentives to maximise net recoveries. The UK provides the setting for a natural experiment regarding these theories. Until recently, UK bankruptcy law permitted firms to give complete ex post control to secured creditors, through a procedure known as Receivership. Receivership was replaced in 2003 by a new procedure, Administration, which was intended to introduce greater accountability to unsecured creditors to the governance of bankrupt firms, through a combination of voting rights and fiduciary duties. We present empirical findings from a hand-coded sample of 348 bankruptcies from both before and after the change in the law, supplemented with qualitative interview data. We find robust evidence that whilst gross realisations have increased following the change in the law, these have tended to be eaten up by concomitantly increased bankruptcy costs. The net result has been that creditor recoveries have remained unchanged. This implies that dispersed and concentrated creditor governance in bankruptcy may be functionally equivalent.

This article is the first chapter of the second edition of “The Anatomy of Corporate Law: A Comparative and Functional Approach”, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, HidekiKanda and Edward Rock (Oxford University Press, 2009). The book as a whole provides a functional analysis of Corporate (or Company) Law in Europe, the U.S., and Japan. Its organization reflects the structure of Corporate Law throughout all jurisdictions, while individual capitals explore the diversity of jurisdictionalapproaches to the common issues of Corporate Law. In its second edition, the book has been significantly revised and expanded. Este artículo es el primer capítulo de la segunda edición de The Anatomy of Corporate Law: A Comparative and Functional Approach, por Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda y Edward Rock (Oxford University Press, 2009). El libro como un todo provee un análisis funcional del Derecho Corporativo (o Societario) en Europa, Estados Unidos y Japón. Su organización refleja la estructura del Derecho Corporativo a lo largo de todas las jurisdicciones, mientras que los capítulos individuales exploran la diversidad de los enfoques de distintas jurisdicciones a los problemas comunes del Derecho Corporativo. En su segunda edición, el libro ha sido significativamente revisado y expandido.

Entrepreneurs, catalysts for innovation in the economy, are increasingly the object of policymakers’ attention. Recent initiatives both in the UK and at EU level have sought to promote entrepreneurship by reducing the harshness of the consequences of personal bankruptcy law. Whilst there is an intuitive link between the two, little attention has been paid to the question empirically. We investigate the link between bankruptcy and entrepreneurship using data on self employment over 13 years (1990-2002) and 15 countries in Europe and North America. We compile a new index of the level of how ‘forgiving’ personal bankruptcy laws are, reflecting the time to discharge. This measure varies over time and across the countries studied. We show that bankruptcy law has a more statistically and economically significant effect on self employment rates relative to GDP growth, MSCI stock returns, and a variety of other legal and economic factors. The results have clear implications for policymakers.

A firm’s ‘reputation’ reflects the expectations of its partners of the benefits of trading with it in the future. An announcement by a regulator that a firm has engaged in misconduct may be expected to impact negatively on trading parties’ (i.e. consumers or investors) expectations for a firm’s future performance, and hence on its market value. How can we identify reputational losses from share price reactions? How large are these losses for different type of misconducts? The chapter seeks to answer the above questions in the light of recent empirical evidence and draws implications for regulatory enforcement policy.

What are the implications of artificial intelligence (AI) for corporate law? In this essay, we consider the trajectory of AI’s evolution, analyze the effects of its application on business practice, and investigate the impact of these developments for corporate law. Overall, we claim that the increasing use of AI in corporations implies a shift from viewing the enterprise as primarily private and facilitative, towards a more public, and regulatory, conception of the law governing corporate activity. Today’s AI is dominated by machine learning applications which assist and augment human decision-making. These raise multiple challenges for business organization, the management of which we collectively term ‘data governance’. The impact of today’s AI on corporate law is coming to be felt along two margins. First, we expect a reduction across many standard dimensions of internal agency and coordination costs. Second, the oversight challenges — and liability risks — at the top of the firm will rise significantly. Tomorrow’s AI may permit humans to be replaced even at the apex of corporate decision-making. This is likely to happen first in what we call ‘self-driving subsidiaries’ performing very limited corporate functions. Replacing humans on corporate boards by machines implies a fundamental shift in focus: from controlling internal costs to the design of appropriate strategies for controlling ‘algorithmic failure’, i.e. unlawful acts by an algorithm with potentially severe negative effects (physical or financial harm) on external third parties. We discuss corporate goal-setting, which in the medium term is likely to become the center of gravity for debate on AI and corporate law. This will only intensify as technical progress moves toward the possibility of fully self-driving corporations. We outline potential regulatory strategies for their control. The potential for regulatory competition weakens lawmakers’ ability to respond, and so even though the self-driving corporation is not yet a reality, we believe the regulatory issues deserve attention well before tomorrow’s AI becomes today’s.

What will happen to law firms and the legal profession when the use of artificial intelligence (AI) becomes prevalent in legal services? We address this question by considering three related levels of analysis: tasks, business models, and organizations. First, we review AI’s technical capabilities in relation to tasks, to identify contexts where it is likely to replace or augment humans. AI is capable of doing some, but not all, legal tasks better than lawyers and is augmented by multidisciplinary human inputs. Second, we identify new business models for creating value in legal services by applying AI. These differ from law firms’ traditional legal advisory business model, because they require technological (non-human) assets and multidisciplinary human inputs. Third, we analyze the organizational structure that complements the old and new business models: the professional partnership (P2) is well-adapted to delivering the legal advisory business model, but the centralized management, access to outside capital, and employee incentives offered by the corporate form appear better to complement the new AI-enabled business models. Some law firms are experimenting with pursuing new and old business models in parallel. However, differences in complements create conflicts when business models are combined. These conflicts are partially externalized via contracting and segregated and realigned via vertical integration. Our analysis suggests that law firm experimentation with aligning different business models to distinct organizational entities, along with ethical concerns, will affect the extent to which the legal profession will become ‘hybrid professionals’.

Innovation and its main output, technology, are changing the way we work, socialise, vote, and live. New technologies have improved our lives and made firms more productive, overall raising living standards across the world. Thanks to progress in information technology, the rate of change is accelerating. Disruption and disequilibrium are the new normal. In this essay, prepared as a chapter for the first phase of the British Academy ‘The Future of the Corporation’ initiative, we reflect upon the role that corporate, competition and tax law can play both to facilitate innovation and simultaneously assuage emergent societal risks arising from new technologies. We consider means of enhancing investment in research and development (‘R&D;’) and optimising corporate organisation. But we also reflect on the risks associated with innovation, such as the use of technology to exploit consumers, manipulate markets or distort, unwittingly or not, the political process. Finally, we consider the way in which the environment for business law reform is subject to new political risks following the challenge to the liberal order from populism and the rising power of dominant technology companies.

The objective of this pilot-scale study was to investigate the effectiveness of incorporating ozone (O3) and advanced oxidation (hydrogen peroxide/ozone: H2O2/O3) in combination with biofiltration for taste and odour control, organic carbon removal, and disinfection byproduct (DBP) precursor reduction. Implementation of O3 and H2O2/O3 with and without biofiltration was investigated at pilot-scale in terms of geosmin, 2-methylisoborneol (MIB), and DBP precursor removal efficiency. Two media types (granular activated carbon and anthracite) were compared in conjunction with investigating the impact of pre-oxidation with O3 (2 mg/L) and varying H2O2/O3 mass ratios (0.1, 0.2, 0.35, and 0.5 mg/mg). When O3 preceded biologically active carbon (BAC) or biologically active anthracite, geosmin removals of 80% and 81%, respectively, were observed at 10 °C; this increased to 89% and 90%, respectively, at 16 °C. Optimal MIB removal (67%) was achieved with 0.1 H2O2/O3 (mg/mg) in combination with BAC at 16 °C. In general, geosmin proved to be more amenable to biodegradation than MIB. BAC without pre-oxidation removed 87% geosmin and 85% MIB, at 22 °C. MIB removals decreased to 60% and 46%, respectively at 16 °C and 10 °C. The application of 0.2 H2O2/O3 (mg/mg) prior to BAC provided treatment which effectively removed geosmin and MIB. However, in terms of DBP precursor reduction, there was no beneficial impact of H2O2 addition on trihalomethane or haloacetic acid formation potentials.

Crowdinvesting—raising many small contributions of capital from individual funders via specialized online platforms—is a burgeoning phenomenon. This chapter first highlights the perils to which individual investors are exposed when they access these platforms. Next, it describes the legal regime in two sample jurisdictions, the US with its tradition of high-fixed-cost, disclosure-intensive securities laws that had to be tweaked to make equity crowdfunding viable, and the UK, which has early on provided for a nimble set of rules for the same. Finally, the chapter offers some thoughts on the merits of introducing a lighter regime for equity crowdfunding.

How can we ensure corporations play by the “rules of the game”—that is, laws encouraging firms to avoid socially harmful conduct? Corporate compliance programs play a central role in society’s current response. Prosecutors give firms incentives—through discounts to penalties—to implement compliance programs that guide and monitor employees’ behavior. However, focusing on the incentives of firms overlooks the perspective of managers, who decide how much firms invest in compliance. We show that stock-based pay, ubiquitous for corporate executives, creates systematic incentives to short-change compliance. Compliance is a long-term investment for firms, whereas managers’ time horizon is truncated to the date they expect to liquidate stock. Moreover, investors find it hard to value compliance programs because firms routinely disclose little or nothing about their compliance activities. We show that stock-compensated managers prefer not to disclose compliance because such disclosure can reveal private information about a firm’s propensity to misconduct. As a result, both managers and markets are likely myopic about compliance. How can this problem be resolved for the benefit of society and shareholders? Boards of directors are supposed to act as monitors to control managerial agency costs. We show that the increasing use of stock-based compensation for directors, justified as a means of encouraging more vigorous oversight of business decisions, also has a corrosive effect on boards’ monitoring incentives for compliance. Directors in theory face liability for compliance oversight failures, but only if so egregious as to amount to bad faith. We argue that this standard of liability, established in an era before ubiquitous stock-based compensation for both managers and directors, has now become too lax. We propose more assertive directors’ liability for compliance failures, limited in quantum to a proportionate clawback of stock-based pay. This would add power to the alignment of directors’ interests with those of shareholders— directors would stand to lose more than just a decrease in the value of their stock in the event of a compliance failure—but limiting liability in this way would avoid pushing boards to overinvest in compliance. We outline ways in which this proposal could be implemented either by shareholder proposals or judicial innovation.

It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both “good” law—principally, corporate and securities law—and enforcement, yet there has been little empirical analysis of enforcement. We study private enforcement of corporate law in two common‐law jurisdictions with highly developed stock markets, the United Kingdom and the United States, examining how often directors of publicly traded companies are sued, and the nature and outcomes of those suits. We find, based a comprehensive search for filings over 2004–2006, that lawsuits against directors of public companies alleging breach of duty are nearly nonexistent in the United Kingdom. The United States is more litigious, but we still find, based on a nationwide search of court decisions between 2000–2007, that only a small percentage of public companies face a lawsuit against directors alleging a breach of duty that is sufficiently contentious to result in a reported judicial opinion, and a substantial fraction of these cases are dismissed. We examine possible substitutes in the United Kingdom for formal private enforcement of corporate law and find some evidence of substitutes, especially for takeover litigation. Nonetheless, our results suggest that formal private enforcement of corporate law is less central to strong securities markets than might be anticipated.

This paper, which forms part of the first phase of the New Special Study of the Securities Markets Project, explores how globalization has affected the operation of securities markets and the challenges this poses for their regulation. In Part I, we discuss how three secular trends – liberalization, institutionalization, and technologization – have contributed to unprecedented levels of cross-border activity in securities markets in recent decades and offer a framework for understanding cross-border issues in securities regulation policymaking. Against this background, we review the state of international regulatory cooperation and offer some conjectures as to its likely future trajectory. In Part II, we analyze regulatory aspects of cross-border equity investment in four areas: capital raising (primary markets), trading (secondary markets), intermediaries, and supervision and enforcement. In so doing, we highlight, by way of contrast, some areas where other countries have taken a notably different regulatory approach from the US. We conclude by identifying issues where further research may usefully inform the future design of US securities regulation.

Financial services constitute an important net export for the UK economy, for which the rest of the EU is the largest market. This paper considers the likely consequences of Brexit for this sector. A ‘soft’ Brexit, whereby the UK leaves the EU but remains in the single market, would be a lower-risk option for the City than other Brexit options, because it would enable financial services firms to continue to rely on regulatory passporting rights. Under a ‘hard’ Brexit scenario, where the UK leaves the single market, the UK might in principle be able to benefit from the EU’s third country ‘equivalence’ frameworks for financial services, but these are cumbrous and incomplete alternatives to passporting. UK firms would find it considerably more costly to export to the EU. This would also be a loss to the EU27, because the UK specialises in capital markets services for which the EU, over-reliant on banking, recognises a need. However, much of this ‘UK’ activity is provided by subsidiaries of US-headquartered groups. In the event of hard Brexit, these firms may be able to compete just as effectively from New York as from London. If ‘soft’ Brexit proves politically impossible, it seems highly desirable that the UK push for a transition period of continued EU membership pending at the very least completion of equivalence determinations and more usefully, the conclusion of a suitable bilateral agreement.

The financial crisis has demonstrated serious flaws in the corporate governance of systemically important financial firms. In particular, the Shareholder Value norm, which has guided corporate governance reform for a generation, proves to be a faulty guide for managerial action in systemically important firms. This is not only because the failure of such firms will have spillovers that defy the cost-internalization of the tort system but also because these spillovers will harm their own majoritarian shareholders. The interests of diversified shareholders fundamentally diverge from the interests of managers and other controllers because the failure of a systemically important financial firm will produce losses throughout a diversified portfolio, not just own-firm losses. Among the consequences: the business judgment rule protection that makes sense for officers and directors of a non-financial firm leads to excessive risk-taking in a systemically important financial firm. To encourage appropriate modification of the Shareholder Value norm, we propose officer and director liability rules as a complement (and substitute) to the prescriptive rules that have emerged from the financial crisis.

A 14 month pilot-scale coagulation optimization study was conducted at the Peterborough Water Treatment Plant (Ontario, Canada) to compare treatment performance resulting from the application of aluminum sulfate vs. polyaluminum chloride (PACl). This paper describes results obtained from applying a statistical analysis approach to evaluate impacts on pH, turbidity, total organic carbon (TOC), ultraviolet absorbance (UVA), particle counts, chlorine residuals, filter head loss, flow rate, trihalomethanes (THMs), and nine haloacetic acids (HAA 9 ). To allow a direct comparison, parallel pilot trains were operated such that they achieved equal settled water TOC by adjusting PACl dose, (52–74% of the alum dose by weight). Settled water turbidity was significantly higher (on average 0.23 NTU) in the alum treated water when compared to PACl. For equivalent filter run-times, head loss was greater by 0.002–0.011 m h −1 when applying alum. An increase in pH by approximately 0.7 units when using PACl was observed to cause a significant increase in THM formation (10–30%).

Brazil is one of the world’s largest emerging markets, with many opportunities for development. Persuading financiers to commit funds to Brazilian firms requires effective corporate and securities laws to facilitate ‘arm’s length’ contracting. Enforcement of these laws is problematic. Brazilian judges are over-worked, with a long case backlog. They lack relevant business expertise, and are often expected to anticipate ‘social and economic consequences’ in their judgments. This provides little certainty. Nevertheless, authorities and market participants have developed an array of specialist enforcement institutions, which build upward from the authority of the inefficient courts, and overlap each other. Drawing on qualitative data from interviews with participants, we document the evolution and interaction of four such institutions in Brazilian corporate and securities law: (i) The growing role of arbitration; (ii) the restructuring of the São Paulo Court of Justice to create specialist panels of expert commercial judges; (iii) a dedicated administrative court operated by the Brazilian securities regulator (the ‘CVM’); and (iv) a recent initiative to create a Brazilian Takeover Panel (the ‘CAF’). Together they form a mutually reinforcing system of enforcement, the sum of which is far greater than its unpromising judicial foundations.

On 14 March 2017, the Oxford Business Law Blog (OBLB) marked its first anniversary. One year ago, we set out to create a leading and truly international forum for the exchange of ideas and reporting of new developments in business law. Since then, we have published over 530 posts from academics and practitioners from across the world and have reached readers from over 150 countries. The OBLB is now a firmly entrenched part of the Oxford Law Faculty’s Business Law Hub. The purpose of this collection is to celebrate submissions created especially for publication on the OBLB. As such, this paper consists of a compilation of the ten most-read opinion pieces published on the OBLB in its first year. Corporate scandals, law and technology, and Brexit are the recurring themes. In this context, and for reasons of coherence and consistency, the pieces included in this paper are arranged in a thematic order.

This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock (Oxford University Press, 2017). The book as a whole provides a functional analysis of corporate (or company) law in Europe, the U.S., and Japan. Its organization reflects the structure of corporate law across all jurisdictions, while individual chapters explore the diversity of jurisdictional approaches to the common problems of corporate law. In its third edition, the book has been significantly revised and expanded. Chapter 3 examines legal strategies employed in representative “core jurisdictions” to mitigate manager-shareholder conflicts. Agency problems arise from two of the core features of the corporate form: investor ownership, which often results in ultimate control being held by shareholders far removed from the firm’s day-to-day operations; and delegated management, which opens up the possibility for opportunistic behavior. This chapter describes how legal strategies outlined in Chapter 2 of the book are utilized to solve the trade-offs resulting from the interaction of investor ownership with delegated management. It describes the use of appointment rights, by which shareholders retain the right to appoint and remove directors. Next, it focuses on core decision rights and how their effectiveness is related to the problem of shareholder coordination costs. It then considers reward strategies and independent directors as a popular trusteeship strategy, while also highlighting differences in and commonalities in the regulation of executive compensation. The chapter briefly reviews legal rules and standards and disclosure as additional tools, before reflecting upon why some divergence in the basic corporate governance structure persists across our sample jurisdictions.

According to a common narrative, the failure of banks in the financial crisis reflected poor corporate governance practices, as well as inadequate prudential regulatory safeguards. Yet it turns out that the “best” governance practices according to ordinary standards were the ones that did worst during the financial crisis. In the period leading up to the financial crisis, it was believed that regulation would cause banks to internalize the costs of their activities, meaning that what maximized bank shareholders’ returns would also be in the interests of society. Consequently, large banks used the same governance tools as non-financial companies to minimize shareholder-management agency costs, namely independent boards, shareholder rights, the shareholder primacy norm, the threat of takeovers, and equity-based executive compensation. Unfortunately, such tools had the adverse effect of encouraging bank managers to take excessive risks. Consequently, a significant rethink about the way in which banks are governed is required.