This paper evaluates company law and regulation using Earth system science (ESS) as an analytical lens. ESS draws attention to the disconnection of companies from the Earth system and the way that law, as a process of the anthroposphere, is impacted and evolving in response to Earth system disruption. It argues that, although there has been some reform that is consistent with regulating companies to address their climate and other environmental impacts, the reactive and piecemeal approach to legislative reform so far adopted is unable to change commercial behaviour sufficiently in practice. Additionally, although the courts have been asked to adjudicate, the core principles of company law create barriers to such interventions. The paper concludes with four suggested areas of reform: to directors’ duties; substantive obligations of due diligence; training, education and expertise; and accountability and enforcement. It is argued that these reforms are necessary to reduce the company’s environmental and social impacts, to aid the transition to a sustainable economy and to position them to operate in a future marked by planetary instability.

In this paper, I explore the notion of public interest embedded in the Procurement Act 2023. I use this new piece of post-Brexit legislation as a contemporary example of the difficulty in designing a ‘public interest centred’ system of public procurement regulation. I show how a mix of partly overlapping explicit, referential, and implicit public interest goals results in a situation where there are multiple sources of objectives contracting authorities need to consider in their decision-making, but there is no prioritisation of sources or objectives. I also show that, despite this kaleidoscopic proliferation of sources and objectives, and due to the unavailability of effective means of judicial challenge or administrative oversight, contracting authorities retain almost unlimited discretion to shape the public interest and ‘what it looks like’ in relation to the award of each public contract. This challenges the centralised approach to procurement policy taken by recent and current UK Governments and, in particular, raises significant questions on the likely effectiveness of ‘mission-driven’ procurement. I close with a call to reconsider how public procurement can foster the public interest, in light of its limitations as a regulatory tool.

Intimate image abuse is a problem that is shared by many societies, and jurisdictions are learning from each other about how best to address this issue. In 2021 Hong Kong enacted four new intimate image abuse offences. Based on 15 semi-structured interviews with service providers and legal professionals, this study explores stakeholder perceptions of the effectiveness of the new offences in Hong Kong. Themes that emerged included why there was a need for specific offences, the impact that the new offences have had and whether further criminal law or non-criminal law reforms are necessary. A key finding from this research is that crafting offences to specifically target intimate image abuse is important to strengthen community awareness of the wrongfulness of intimate image abuse, enhance protection of victims and increase prosecutions. To be most effective, however, criminal law reform should be accompanied by holistic education and police training. Other non-criminal law reforms, such as working with providers and developing alternative complaints mechanisms, are also necessary to successfully combat intimate image abuse.

It is 100 years since the rights of those in ‘actual occupation’ joined the statute book as interests capable of binding transferees of land despite not appearing on the register. This paper seizes the opportunity to investigate and excavate the overlooked and under-examined historical origins of the actual occupation concept and to revisit the oft-touted rationales for the principle’s recognition. In so doing, the paper rejects the commonly-rehearsed justifications for the concept and makes the radical case for abolition of actual occupation.

This paper explores the use of mediation in medical treatment disputes through the lens of therapeutic justice (TJ), a concept developed in the 1990s to consider the therapeutic and anti-therapeutic effects of justice systems. The paper argues that mediation may be a mechanism for achieving therapeutic effects for people involved in medical treatment disputes. In doing so, the paper highlights the conflict that can often arise between healthcare professionals, family members and patients in medical treatment disputes and the related difficulties with using litigation to resolve this type of conflict. It has been suggested by judges, academics and policy-makers that mediation might be a better way of resolving conflict in these cases. While mediation and TJ have much in common, the paper explores the many tensions between them, considering ways in which mediation might need to be done differently to achieve therapeutic aims. Finally, the paper identifies six TJ features against which mediation can be tested to consider whether it can live up to the claims that it can be used to resolve medical treatment disputes more therapeutically.

This paper considers the status of reverse veil piercing (RVP) in the UK courts and provides a framework for developing it in a coherent manner. It considers the recent emergence of RVP and then considers the concept of separability with regard to corporate personality and its impact on veil piercing. In doing so it draws out the important difference between RVP, which impacts entity shielding, and forward veil piercing (FVP), which impacts limited liability. It then considers US jurisprudence on RVP and the development of RVP in the Delaware courts, and then the historical development of shadow RVP in the UK courts. The paper concludes that continuing the process begun by the Supreme Court in Hurstwood Properties Ltd v Rossendale Borough Council of unbundling FVP from RVP opens the way for the reemergence of RVP that sets the limits of evasive entity shielding in a similar manner to the Delaware courts and the UK historical shadow case law, while also weighing the wider third party considerations in an RVP. Without this we would argue our law risks judicial intervention through RVP being eroded and evasive entity shielding becoming a mechanism for unscrupulous debtors to avoid outstanding liabilities.

Despite its contested scientific validity, polygraph interviewing is now an established yet opaque practice within criminal justice in England and Wales, with statute law covering polygraph use in the context of probation for released offenders. In this paper, we highlight non-statutory uses of the polygraph by police forces in England and Wales by presenting analysis of responses to freedom of information (FOI) requests. The boundaries around police polygraph use are undefined and potentially elastic. The policies disclosed state that polygraph interviewing is conducted with regard to the Police and Criminal Evidence Act 1984 (PACE) and the Human Rights Act 1998; yet it is denied that a polygraph examination is a criminal interview conducted under PACE. Furthermore, there is a significant risk that the common law may not satisfy the quality of law requirement insofar as it is insufficiently clear who will be subject to polygraph testing, why and in what circumstances. Therefore, we argue that the legal basis for the police’s use of the polygraph is inadequate and imprecise. Without openness and scrutiny regarding the extent of this use, it is difficult to see how the key human rights principle of foreseeability can protect citizens from the risk of arbitrariness.

The aim of this paper is to challenge the argument that says, as judges are not elected, they have weaker or no democratic legitimacy when compared to legislators. This paper draws on dicta from Laws LJ, as he then was, in the Divisional Court case of Cart v Upper Tribunal, to offer two reasons why this is false. Call these the efficacy and equality principles of representation. The claim here is that without an independent judiciary, legislators cannot legislate or legislate in a way that applies equally. So, without an independent judiciary, the democratic legitimacy of a legislature is weakened or disappears. This argument makes a legal difference, but the kind of legal difference it makes varies between jurisdictions. This paper focuses on one difference the democratic legitimacy of judges makes in the UK: the extent to which Parliament can oust judicial review for error of jurisdiction.

The aim of this study was to explore legal educators’ perceptions of the evolving relationship between legal education and the legal profession. Through their work, do legal educators see themselves as positively influencing the development of the legal profession for the benefit of society (‘reformers’), or as merely supporting and responding to what the profession says it needs (‘reinforcers’)? Using the jurisdiction of England and Wales as a case study, the authors conducted 30 semi-structured interviews and identified common themes using template analysis. The data suggest a crisis of identity, purpose, and empowerment within this legal education community. Few participants felt they had any significant opportunity to influence reform within the legal profession, with some rejecting outright the notion that this might even be an appropriate aspiration for legal education. By contrast, most believed that law firms had a significant and increasing influence on their curricula, though there was no consensus on the legitimacy of this power. The authors argue that – in the case study context and beyond – legal educators, regulators, and policy makers must proactively monitor and respond to the evolving power dynamics within legal education, to ensure that it maximises its value for society.

In recent years concern about Foetal Alcohol Spectrum Disorder (FASD) has intensified, prompting calls for societal action. Pregnant women's consumption of alcohol is increasingly surveilled, public health campaigns now promote abstinence, and in some jurisdictions, prenatal alcohol exposure (PAE) resulting in FASD has received criminal sanction. This paper anticipates potential calls to criminalise PAE resulting in FASD by envisioning what such a case might look like. Applying Duff et al's framework for determining whether an act should be criminalised, we draw upon public health and jurisprudential discourses to trace the outline of an argument for framing maternal alcohol consumption causing injury to the child born alive as a public wrong and a crime.1 We show how an ‘in principle’ case may be constructed, but argue that countervailing principles, including women's rights, and practical considerations, tell decisively against criminalisation.

This paper explores understudied issues surrounding accessions to shareholder and partnership agreements: the process by which such accessions take effect; the survival of equities following an accession; and the enforcement of a condition for incoming shareholders to have to execute and deliver a deed of accession. Accessions happen extremely often in modern commercial life, which renders surprising the dearth of academic and judicial discussion, but more disconcerting is the unsettledness of some of the complex issues implicated. The repurposing of unilateral contracts to explain how deeds of accession operate is not fully tested in English law; the conception of partial novation as adumbrated in Unitech Global Ltd v Deutsche Bank AG, which is not even law – much less bad law – has already generated academic controversy; and the enforcement of a condition precedent, in the form of prior accession to a shareholder agreement, for registration of membership in a company interacts in an uncertain way with the Companies Act 2006, lending impetus to the adoption of new methods for attaining relief.

This paper considers how education can address two persistent problems concerning directors of smaller companies. Virtually anyone can be a company director, even though this is a complex role with significant impacts. Director disqualification is the main filter, to instil market morality and improve standards among directors. Yet disqualification lacks any rehabilitative element, and it is doubtful whether it is effective in raising standards, given persistent problems, including phoenix companies and rogue traders. We consider whether education might usefully improve the effectiveness of disqualification through a rehabilitative element. Rehabilitative approaches can also potentially help other directors, who have failed, to try again. We also consider the potential of an optional education programme for directors who have experienced company failures and have not been disqualified.

Drawing upon examples of education being used to raise standards in other contexts, as well as educational theories in relation to adult learners, the paper shows how education might: (1) strengthen the disqualification system; and (2) support directors who are outside the disqualification system to start again after a failure. Both aspects are important to market integrity as well as economic opportunity.

The Irish Civil Legal Aid Act 1995 allows a broad approach to civil legal aid, but cultural legacies distort civil legal aid towards legal remedies on marital breakdown. The genesis of the symbiotic relationship between civil legal aid and family law is explored through in-depth examination of archival materials related to Airey v Ireland, while modern day qualitative interviews with Legal Aid Board workers investigate how entrenched this distortion towards marital breakdown remains and how it manifests. This Irish experience demonstrates the need to consider how legal aid is dependent on and informed by other substantive areas of law, and the potential for certain legal areas to dominate, distorting national legal aid provision and discourse.

This paper examines the licences of right system in English law and the ETSI FRAND licensing system to explore underlying reasons and approaches informing the establishment and design of these voluntary licensing schemes. It is argued that both these systems were established to advance specific demand-side objectives. At the national level, the licences of rights system functions as a demand-side framework within the patent system to promote local working of inventions, complementing the supply-side oriented structure for patent grant. At the international level, the FRAND licensing system serves as a global demand-side framework to promote the working of inventions on a worldwide scale. The institutional arrangement of these frameworks closely aligns with the commons management strategy applied to traditional infrastructural resources, characterised by public access to inventions on non-discriminatory terms. This alignment facilitates public access to inventions for productive activities. However, their institutional arrangements are further qualified by the underlying demand-side objectives that initially motivated their creation. The development of such a demand-side framework must devise mechanisms to mitigate the barriers to public access created by patent rights, while simultaneously preserving incentives for patentees to contribute their inventions to demand-side frameworks.

The passage into law of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) marks the first time that Parliament has made significant changes to the common law principles of corporate criminal liability. First, for fault-based crimes, the ECCTA 2023 extends the common law practice of identifying a company with the criminal acts of its directors. By virtue of section 196 of the Act, a company may now also be identified with fault-based criminal acts engaged in by its ‘senior managers’ below directorial level. Secondly, the ECCTA 2023 creates a new corporate offence of failing to prevent fraud, although this may be committed only by so-called ‘large organisations’. I argue that the first of these reforms was not properly thought through, and that it should in any event have been made largely redundant by giving wider scope to the second of these reforms. An opportunity was missed in the ECCTA 2023 to make a failure-to-prevent serious crime a more generally applicable principle of corporate criminal liability.

Natasha Abrahart was a physics student at the University of Bristol. She was suffering from depression and social anxiety disorder, which seriously impacted her ability to partake in oral assessments. Eventually, Natasha sadly took her own life. Her father, Dr Robert Abrahart, as personal representative and estate administrator, sued the University of Bristol for negligence and breach of sections 15, 19 and 20 of the Equality Act 2010, read with section 91(2)(a) and/or (f) of the same Act.1 Under such provisions, universities have a duty to provide reasonable adjustments and support, in educational provision and assessments, to disabled students, defined by section 6(1) of the Equality Act 2010 as ‘a physical or mental impairment’ which has ‘a substantial and long-term adverse effect’ on the ability to ‘carry out normal day-to-day activities’. However, Schedule 13, para 4(2), to the Equality Act 2010 exempts those assessments which constitute a competency standard, defined as ‘an academic, medical or other standard applied for the purpose of determining whether or not a person has a particular level of competence or ability’.2

To promote cooperation among stakeholders in different jurisdictions to facilitate coordinated insolvency proceedings, the United Nations Commission on International Trade Law (UNCITRAL) adopted the Model Law on Cross-Border Insolvency (MLCBI) in 1997. The MLCBI harmonises certain procedural aspects of the cross-border insolvency process, though states may choose to make modifications when adopting the MLCBI in their own legal systems. This was completed in Singapore in 2017, and the Singapore Model Law (SML) can now be found in the Third Schedule to the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (IRDA 2018). One topic that has been the subject of much debate internationally is whether foreign solvent proceedings can be recognised under the MLCBI or the corresponding provisions in various jurisdictions: the Nevada Bankruptcy Court first answered this question in the affirmative, but this was explicitly rejected by the High Court of England and Wales (EWHC) in Re Sturgeon Central Asia Balanced Fund Ltd (in liquidation) (No 2) (Re Sturgeon). In Ascentra Holdings, Inc (in official liquidation) v SPGK Pte Ltd (Ascentra), the Singapore Court of Appeal (SGCA) held that foreign proceedings concerning solvent companies may be recognised under the SML. This commentary addresses the salient points of the SGCA's judgment and highlights the positive impact of this gradual harmonisation of the approaches taken in different jurisdictions to the MLCBI. Through a comparative analysis of the conflicting Re Sturgeon decision, three additional justifications based on the preparatory documents pertaining to the MLCBI, relevant authorities in the UK and a purposive reading of the MLCBI are provided for the approach in Ascentra. It is contended in closing that these reasons support the argument for definitively overruling the Re Sturgeon decision in the UK.

In One Savings Bank plc v Catherine Waller-Edwards,1 the Court of Appeal considered – for the first time – whether banks are put on constructive notice to potential undue influence in joint benefit remortgage/suretyship hybrid transactions. At a time where there is an increasing awareness of economic abuse as a form of domestic abuse,2 this appeal offered an important opportunity to reassess banks’ responsibilities in assisting potential victim-survivors. Unfortunately, that opportunity was not seized. In this case comment, I set out the negative impacts the Court of Appeal judgment could have on victim-survivors of economic abuse going forward, and how these concerns could – since this case has now been given leave to appeal – be addressed by the Supreme Court.

The sovereign power to control the entry and residence of persons in the state, and the corollary power to deport, has long been considered to be a defining feature of statehood. State discretion as to who may remain within the national border is, however, tempered by international and regional human rights obligations, as well as domestic constitutional principles. In this context, it is well established that a deportation will violate Article 8 of the European Convention on Human Rights (ECHR) if it constitutes a disproportionate interference with family and/or private life in the host country.