Supreme Court of Victoria 2012 Commercial Law Conference

(10 December 2012)

Speakers: The Hon Keith Mason AC QC, former President of the NSW Court of Appeal; The Hon Justice Marcia Neave AO, Court of Appeal, Supreme Court of Victoria, Foundation Chairperson of the Victorian Law Reform Commission; Ken Adams, Partner of Herbert Smith Freehills; The Hon Justice David Beach, Supreme Court of Victoria; Joseph Santamaria QC; Stephen McLeish SC, Solicitor-General for Victoria; The Hon Justice Kim Hargrave, Supreme Court of Victoria.

Regulating Culture in Financial Organisations

(29 November 2012)

Speakers: Associate Professor Pamela Hanrahan; Associate Professor Michael Legg; Dr George Gilligan; Bob Ferguson; Professor Justin O'Brien; Dr Olivia Dion.

Description: In 2012 corrosive manipulation, deception and "poor" culture have been highlighted in scandals and prosecutions featuring names such as Barclays, Goldman Sachs, Lehman Brothers, Libor and Standard Charted to name but a few. What potential is there to re-cast operational cultures in business, especially in the financial sector? In this seminar, the Centre for Corporate Law and Securities Regulation together with the Centre for Law, Markets and Regulation bring together regulators, practitioners and academics to discuss what mechanisms and strategies might be utilised in efforts to regulate for improved standards of behaviour in business culture.

Reserving the Window Seat: Whistleblowers in Japan 

(23 August 2012)

Speakers: Professor Dan Rosen, Chou University, Japan.

Description: The window seat is often the most coveted location in a train or plane. In an office, especially in big cities where space is at a premium, having a window in one’s workspace is typically an emblem of “having arrived.” In Japanese workplaces, however, the symbolism can be completely different. “Madogiwa” means being assigned to do nothing but look out the window. It is how--and where--employers pressure workers who “fall out of line” to quit. Whistleblowers, those who disclose dangerous or illegal activities, are often escorted to the window. The presentation will examine the social reasons why this happens and the legal remedies (or lack thereof), in light of recent corporate and government misadventures.

Responding to the '97 Asian Financial Crisis: The Development of Insolvency Infrastructures in China, Japan and Hong Kong
(13 August 2012)

Professor Charles D. Booth of the University of Hawaii.

Description: In the aftermath of the ’97 Asian financial crisis, attention turned to the need for insolvency law reform throughout the region. Other responses included self-help by creditors, the use of out-of-court workouts and administrative reforms for those jurisdictions with systemic bank failure. The extent to which these responses proved successful depended in great part on the existence of supporting factors and conditions (eg competent judges and professionals and good corporate governance) and the ability of countries to establish the necessary insolvency infrastructures. This talk will compare the approaches of China, Japan and Hong Kong and will consider the extent to which these three jurisdictions have appropriate insolvency infrastructures in place.

Executive Stock Ownership & Employment Change after Takeovers
(31 July 2012)

Speaker: Professor Andrew Pendleton, University of York.

Description: The presentation examines the impact of executive ownership and other ownership and governance factors on employment change after takeovers. Drawing on a dataset of 235 takeovers, the results show that there is a reduction in employment in just over half of the cases. Higher levels of executive share ownership are associated with lower probabilities of employee lay-offs post-takeover, and there is a positive relationship between executive ownership and employment growth. The effect of executive options on employment change is generally insignificant, as are the effects of other features of ownership and governance. The evidence suggests that executives with higher levels of ownership tend to mount takeovers of better performing firms and to implement takeovers aimed at growth.

Improving Consumer Access to Justice in the Consumer Credit Context
(4 June 2012)

Speaker: Professor Tony Duggan, University of Toronto.

Description: Professor Duggan will speak about the issues in his forthcoming book chapter, ‘Front End Strategies for Improving Consumer Access to Justice’. Front end strategies in the consumer credit context can address concerns that litigation or dispute resolution processes are uneconomical. The seminar will discuss five innovative areas for reform including intervention and responsible lending regulation, consumer education and financial literacy programs and disclosure that targets consumer decision making. The seminar discusses these strategies in a comparative context, addressing regulatory initiatives in Canada, the United States and United Kingdom. Professor Duggan’s paper concludes with suggestions for regulatory reform that can head off costly litigation and improve consumer access to justice. While the focus is consumer credit, these suggestions are equally relevant to other areas of law where unmet need for legal services is high.

Would the Post-GFC International Regulatory Reforms have Prevented the GFC?
(23 May 2012)

Speaker: Professor Douglas Arner, Head of the Department of Law, University of Hong Kong.

Description: The global credit crisis of 2008 demonstrated beyond any doubt that pre-existing international arrangements were insufficient to preserve stability in the global financial system, resulting in the most serious global economic and financial crisis since the Great Depression. This seminar examines the agenda being pursued through the Group of 20 (G-20), the Financial Stability Board (FSB), and related organizations to reform international financial regulation in the wake of the global financial crisis, focusing on whether the international regulatory agenda in fact addresses the fundamental sources of systemic risk underlying the global crisis.

In addressing this question, Professor Douglas Arner will begin by suggesting the basic elements of a financial regulatory system to effectively address systemic risk, arguing that in each case, the global financial crisis highlighted specific failures of the pre-crisis regulatory approach. He will then provide an overview and analysis of international responses to the global financial crisis, focusing on the G-20 and FSB. Professor Arner will conclude by arguing that, while much has been achieved to date, the post-crisis international regulatory reforms that have been adopted would not have prevented the global financial crisis, nor are they sufficient to lay the foundations for future global financial stability.

Public Views of the Morality of Insider Trading
(9 May 2012)

Speaker: Professor Stuart P. Green, Rutgers School of Law, Newark, USA.

Description: In his study, ‘When is it Wrong to Trade Stocks on the Basis of Non-Public Information? Public
Views of the Morality of Insider Trading’, Professor Green and his co-author examine the views of the public on insider trading and related activity. If ordinary people agree with those who advocate for the abolition of insider trading laws, then those attempting to enforce such laws would be operating at a considerable disadvantage; offenders would generally not be tarred with moral approbation and potential jurors would be wondering whether the pursuit of offenders was worth public resources. If, as the authors believe is more likely, people do tend to support a prohibition on at least some forms of insider trading, then the limits and priorities they endorse should be of interest to policymakers and regulators. As the authors explain in their paper, there is reason to believe that it is important for the criminal law to maintain a connection to the moral intuitions of the lay public and, when the law must differ from those intuitions, for it to do so deliberately and coherently.

Corporate Thinking and Corporate Reporting is not what it Used to be
(29 March 2012)

Speaker: Mervyn King SC.

Description: The world has changed. We cannot solve 21st century corporate challenges with the same mindsets and tools that created the problems. Corporate reporting restricted to compliance with International Financial Reporting Standards is no longer fit for purpose – to enable the stakeholder to make an informed assessment about the company sustaining value creation.

The Path of Fiduciary Law
(27 March 2012)

Speaker: Professor David Kershaw, London School of Economics, UK.

Description: Contemporary accounts of corporate legal evolution view lawmakers as highly responsive to the economic interests of both pressure groups and markets. Through this lens, law is understood to be the product of pressures exerted by managers, investors, institutional shareholders and the Federal Government, and the incentives of state lawmakers to accommodate the interests of these pressure groups. This lens dominates our current understanding of corporate legal evolution in the United States and is becoming highly influential in comparative accounts of corporate legal variation.

In his presentation, Professor Kershaw sounds a note of objection. He argues that the disciplinary pendulum has swung too far toward external accounts of legal evolution and too far away from internal accounts of legal change which view the path of law, at least in part, as the product of the internally generated constraints of the legal system - the relative autonomy of the law.

To make this argument, Professor Kershaw considers the internal constraint of the conception of the corporation in 19th century US and UK corporate law and the evolution of self-dealing law in these two jurisdictions. He shows how two jurisdictions that started from the same legal proposition about self-dealing diverged rapidly as a result of the interaction of this proposition with profoundly different conceptions of the corporation. Contrary to the dominant account of the evolution of self-dealing law in the United States, the contemporary self-dealing rule is not the legally unexplained product of external market pressures but the logical and consistent product of the path of fiduciary law trodden through the corporate conception.

Transactional Law Workshop: The Euro Crisis - A Practical Perspective
(16 March 2012)

Speaker: Jan Job (JJ) de Vries RobbĂ©, Manager, Legal Affairs at the Netherlands Development Bank FMO and Senior Fellow, Melbourne Law School.

Description: The Euro crisis is all around us and the developments are occurring thick and fast. The regulatory changes are profound, as Europe encounters both a sovereign debt crisis and a second credit crunch. Aimed both at practitioners as well as students with a specific interest, this half-day workshop addresses the practical impact of this crisis on the international financial markets from a distinctly practical perspective.

The Derivative Action in Asia: An Inconvenient Truth
(8 February 2012)

Speaker: Dr Daniel W. Puchniak, Assistant Professor, National University of Singapore.

Description: Dr Puchniak will be presenting the major findings from his forthcoming co-edited and co-authored book, “The Derivative Action in Asia: A Comparative and Functional Approach” (Cambridge University Press). He will explain how the derivative action in Asia provides a useful lens for re-evaluating several of the foundational theories in “Asian” and comparative corporate law. Using this lens, he will argue that the cultural theory of “Asian non-litigiousness” should be relegated to the dustbin of academic history and that three important universal theories in comparative corporate law (i.e., common law superiority, economic rationality and convergence) are fundamentally flawed. Ultimately, Dr. Puchniak will suggest that “Asian” and comparative corporate law should replace its lust for grand universal theories with a quest for understanding, rather than avoiding, the complex reality that is necessary to accurately understand this burgeoning field of scholarship.