Introduction

This chapter will focus on legal certainty and company law. It will attempt to shed light on aspects of English company law which are marked with such a degree of lack of clarity that issues related to their interpretation are raised. The English legal system is one of the most prominent legal systems at international level. It has been shaped through many centuries and thrived on the basis of very distinctive principles such as the pivotal role played by the judiciary and the relatively limited in relation to continental European jurisdictions employment of legal codes and statutory instruments. The ability of the judicial authorities to shape rules and provide their own interpretation of the existing statutory texts has led to a system which is marked by an impressive level of flexibility with a judiciary that in practise complements the existing legislative framework with its rulings to a degree that cannot be detected in civil law jurisdictions.

Company law could evidently not constitute an exception to this rule. When one refers to company law one refers to a body of jurisprudence and statutes which have evolved continuously over centuries. English company law follows the general trend and has established itself as point of reference for international lawyers; it is a jurisdiction whose regulatory and in many ways cultural influence has crossed the national borders to transcend the laws of divergent nations across the globe as a testament to the country's impressive legal heritage. The UK has therefore emerged as one of the most attractive destinations for investment as it provided potential investors with the dual benefits of a solid company law which granted to them an attractive degree of flexibility; English company law is centred around two basic principles that stand at the heart of every investor: the sanctity of the right to property and the almost religious adherence to contractual obligations. Both principles have rendered the country a safe haven for international investment and a destination attractive enough to convince companies from around the world to establish themselves in Britain.

English company law, however, remains distinctive in the fact that the very principles on which it is based – the sanctity of property and contracts – present certain particularities within its context.