A taskforce, appointed by HM Treasury, has recently proposed legislation to eliminate certificated (paper) shares and to require the investors currently holding paper shares to hold them indirectly through nominees. It has also suggested that disclosure combined with a common messaging protocol will enable the market to improve the ability of indirect shareholders to exercise their rights. In this paper we make a case against legislation eliminating paper certificates. We argue that the industry does not need the Government to remove paper certificates. If they want paper certificates to disappear, they should develop a model for holding uncertificated shares directly that is affordable for retail investors. The Government should nevertheless intervene. It should encourage the Competition and Markets Authority to investigate the price structure of accounts for holding uncertificated shares directly with CREST, which operates as a monopoly provider for such accounts in the UK. We further explain that the current system for holding shares indirectly disenfranchises investors and argue that this not only affects investors but also deprives issuers of oversight of their governance. We use empirical evidence to explain that disclosure combined with a common messaging protocol is unlikely to cause the market to develop a system that better enfranchises indirect shareholders. Consequently, we propose legislation to give indirect investors better access to shareholder rights.

Shareholders are not allowed to bring actions for damages due to a fall in share value or loss of dividend, which are “reflective” of their company’s loss. Later, this principle also found its application to “reflective” losses of employees and creditors. The Supreme Court, however, in Marex Financial v Sevilleja, unanimously held that the principle would apply only to shareholders and not to creditors. The article argues that, while the majority opinion in the Marex decision is reasonably balanced, the minority opinion went a step further by even doubting the very existence of the no reflective loss principle without properly appreciating what shareholding entails. If the minority’s position becomes the law, it will jeopardise companies’ existence as separate legal entities with the capacity to decide with respect to their assets. Further, if the protection of the principle is removed, companies’ counterparties will have to worry constantly about facing numerous direct shareholders’ actions, whether they settle the dispute with the company or not. As a result, if the minority view becomes the law, it can potentially make the company a less dependable commercial partner.

This article considers three “unanswered questions” raised by R. (McConnell) v Registrar General for England and Wales (AIRE Centre Intervening) [2020] EWCA Civ. 559, which held that a trans man (with a Gender Recognition Certificate) who gave birth must be registered as “mother” on his child’s birth certificate. This article considers these questions to clearly situate McConnell within the context of the UK’s legal regimes concerning access to fertility treatment, gender recognition and legal parenthood in cases involving assisted reproduction. The article argues that clearly establishing the current legal position will provide the proper context to facilitate any subsequent legal reforms.

This article re-examines the traditional account of administrative decision-making under wide conferrals of statutory power. The received wisdom in such cases is that public officials exercise “discretion”, usually defined as freedom of choice. Based on a doctrinal study of the English planning system and related case law, this paper contends that the notion of discretion as choice obscures one of the defining characteristics of modern government. That is, the making of public decisions tackling practical problems with intelligent and expert judgement under legal standards set out in legislation and further developed by the courts. More widely, the paper discusses the foundational role of tacit knowledge and decision-making expertise in public administration.

It is now a cliché to highlight that whilst artificial intelligence (AI) provides many opportunities, it also presents myriad risks to established norms. Amongst the norms considered in the literature, the Rule of Law unsurprisingly features. But the analyses of the Rule of Law are narrow. AI has the capacity to augment as well as to undermine fidelity to the ideal of the Rule of Law. Rather than viewing AI only as a threat to important norms, this article’s core argument is that AI should also be presented as an opportunity to meet their demands. It uses the Rule of Law in tax administration to support this argument.

This article examines what the state of the law regarding the tortious protection of the privacy of corporations tells us about the concept of a legal person. Given that non-human persons are capable of having an interest in at least their informational privacy, logic would seem to dictate that they should be recognised such a right protecting their personality. In reality, the law is most hesitant to concede the right to privacy to non-natural persons (the same being true of reputation). This suggests that, for the dominant strand of the law at least, despite the rhetoric, legal persons do not really have rights of personality; in other words, that they are not really persons.