Within the European Union, the divergencies between the twenty-seven legal frameworks on directors’ duties and the related enforcement mechanisms are considerable, making any harmonisation attempt at EU level hard. Trying to regulate their accountability standards on human rights, climate change and other ESG factors, extremely critical yet politicised subjects, inevitably raises additional technical, but also policy-making, challenges.    In our recent paper, we focused on Art. 25 of the long-awaited European Commission’s Proposal for a Directive on Corporat ..read more

Plague, war, famine and death: the 2020s have so far been marked by the four horsemen of the apocalypse. Everywhere, the greatest toll has fallen on those most vulnerable, causing terrible damage to human development across the world. Yet, as we argue in our new paper, which will lead a special issue of the Banking & Finance Law Review on financial technology, an unexpected ally helps humankind battle the Four Horsemen: finance. Not too long ago finance was the problem child of human institutions. Yet, of late, it has proven effective in mitigating the impact of the manifold crises mankind ..read more

In a recent contribution to the European Corporate Governance Institute Blog (the ‘ECGI Blog’), ‘The Nature of Stakeholder Capitalism and the Role of Corporate Law: A Brief Response to Colin Mayer’s Blog’, I suggested that if stakeholder capitalism were to be reconceptualized to reflect a form of beneficial social ownership of capital by stakeholders to whom the private owners of capital owed a fiduciary duty, radical revisions, rather than modest reforms, of company law would likely be required. This post is intended to describe—by reference to English company law—the legislative revisio ..read more

The crackdown on Tornado Cash, the crypto mixing service, continues a recent trend of regulators using blacklisting as a key enforcement tool. Tornado Cash was blacklisted by the Treasury Department for allegedly helping launder over $7 billion cryptocurrencies, some of which are believed to be the proceeds of cybercrimes. The meaning of this sanction is that Americans can no longer legally use Tornado Cash.   But US authorities are far from being the only ones to use blacklisting as a regulatory tool. Indeed, blacklisting individuals, business entities, and even autonomous codes, as ..read more

Since 2020, new retail investors have flooded the securities markets, opening a record number of new brokerage accounts. Due to the ease of investing through commission-free trading apps and the ability to purchase fractional shares, a broader segment of the population is beginning to partake in direct investing. A 2020 FINRA-NORC study of new retail investors found that there has been an increase in the racial and ethnic diversity of new investors. More specifically, new investors in 2020 were 58 percent White, 17 percent African American, 15 percent Hispanic/Latino, and 10% percent ..read more

The Indian jurisprudence on binding non-signatories to an arbitration agreement has seen significant development over the years, starting from the decision in Indowind Energy v Wescare (I) Ltd, where the Supreme Court refused to lift the corporate veil and bind non-signatories to an arbitration agreement, to Chloro Controls v Severn Trent, where the group of companies doctrine was applied by the Supreme Court which entailed binding non-signatory affiliates or sister concerns if the facts exemplify the mutual intent of the parties to bind such non-signatory entities. Though various contractual ..read more

The Indian Supreme Court’s judgment in PTC India Financial Services Limited v. Venkateswarlu Kari & Another (May 2022) (the ‘Judgment’) sets out to clarify contentious issues surrounding the invocation of pledges. This post does not seek to add to the fairly extensive body of literature that has built up on the judgment: instead, it examines a stray observation in the Judgment calling for an amendment of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the ‘Takeover Code’). The Supreme Court’s decision in the Judgment The prima ..read more

Liquidity risk in investment funds and its potential systemic consequences have risen on the policy agenda over the last few years. Most recently, the European Commission adopted a proposal for a review of the Alternative Investment Fund Managers Directive (‘AIFM Directive’) and the Undertakings for Collective Investment in Transferable Securities Directive (‘UCITS Directive’), with liquidity risk management featuring as a central component. Regulators’ growing attention follows a series of high-profile liquidity crises. In 2016, following the Brexit referendum, significant outflows forced som ..read more

On July 7, 2022, the US Department of Treasury (USDT) published a fact-sheet on the regulation of digital assets (aka crypto-assets) in which it emphasized the need for global cooperation. However, this fact-sheet is only a drop in an ocean of mostly uncoordinated crypto-regulation initiatives, both domestically (eg presidential executive order, a bi-partisan bill submitted to Congress, and diligent SEC enforcement) and abroad (eg final steps toward a harmonized regulation in the EU and several declarations by individual countries). The current wave of crypto-regulation announcements aims to e ..read more

The recently-proposed Corporate Sustainability Due Diligence Directive (the ‘Proposal’) introduces environmental and human rights due diligence duties applicable to companies and their directors along the entire value chain. We argue that the Proposal is not well-calibrated in its content and effects and that the European Parliament and the Council should postpone the introduction of its many provisions on supervision, sanctions, enforcement, and liability. The Proposal is the most prominent outcome of the debate on stakeholderism in the EU, and follows the publication in July 2020 of the Erns ..read more