The City Code on Takeovers and Mergers has generally been lauded as a system of self-regulation that offers the advantages of speed, flexibility and low cost administration by experts. Many of its provisions are uncontroversial and do indeed reflect a consensus view about the way in which takeovers should be carried out. However, the Code's prohibition on defensive measures by management in the event of a takeover is far more controversial. This article argues that the City Code – and the prohibition on defensive measures in particular - was introduced because the common law had demonstrated itself incapable of putting in place a system of takeover regulation that ensured the takeover remained a viable means of ensuring managerial accountability to shareholders. Its introduction in 1968 fundamentally transformed the UK's system of corporate governance. Through its prohibition on defensive measures once a takeover becomes imminent, the Code truncates the general management discretion that lies at the heart of company law and forces management to focus on the generation of short-term shareholder value. What is striking is that this fundamental reorientation of the way in which companies are controlled was brought about not by an Act of Parliament but by a self-regulatory measure put in place by financial institutions. Following the implementation of the Takeover Directive, which itself was heavily influenced by the City Code, the Companies Act 2006 now requires the Takeover Panel to maintain that prohibition.

In the 1730s English criminal procedure abandoned its centuries-old rule forbidding the defendant in cases of felony to be assisted by counsel. The judges began to allow counsel to examine and cross-examine witnesses on the defendant's behalf, presaging the beginnings of the distinctive Anglo-American adversary system of criminal trial. This article points to two innovations in pretrial practice in the early decades of the eighteenth century that motivated the judges' decision: (1) the increasing influence of solicitors in investigating and preparing witnesses for institutional and private prosecutors; and (2) the growing danger of false witness in prosecutions inspired by a series of reward statutes enacted from 1692 onward. These developments – one-sided lawyerisation and the incentive for false prosecution – unbalanced the old lawyer-free criminal trial and led the judges to allow the assistance of counsel to offset the new advantages of the prosecution.

Why is making obscene telephone calls like laying manure in the street? Answer: in the same way as importing Irish cattle is like building a thatched house in the borough of Blandford Forum; and as digging up the wall of a church is like helping a homicidal maniac to escape from Broadmoor; and as operating a joint-stock company without a royal charter is like being a common cold; and as keeping a tiger in a pen adjoining the highway is like depositing a mutilated corpse on a doorstep; and as selling unsound meat is like embezzling public funds; and as garaging a lorry in the street is like an inn-keeper refusing to feed a traveller; and as keeping treasure-trove is like subdividing houses which so “become hurtful to the place by overpestering it with poor.” All are, or at some time have been said to be, a common (alias public) nuisance. The definition of this offence, according to Archbold's Criminal Pleading and Practice, is as follows: “Every person is guilty of an offence at common law, known as public nuisance, who does an act not warranted by law, or omits to discharge a legal duty, if the effect of the act or omission is to endanger the life, health, property, morals, or comfort of the public, or to obstruct the public in the exercise or enjoyment of rights common to all Her Majesty's subjects.” The person who commits a public nuisance incurs liability to life imprisonment and unlimited fines. He can be made vicariously liable for the offence if it is committed by his servants. He can be ordered to stop it by an injunction, and made to pay damages in tort if it causes anyone loss. With such a broad concept in existence, backed with such broad remedies, what need have we of any other criminal offence?—or torts?—or remedies in administrative law?

The role played by the concept of legitimate expectations within administrative law has been the subject of much comment in recent years. The object of the present article is not to provide a general overview of the topic. My own views on this matter have been set out on an earlier occasion. The aim of this article is to focus more closely upon the extent to which legitimate expectations can have a substantive as well as a procedural dimension.

The doctrine of ultra vires has been aptly described by Sir William Wade as “the central principle of administrative law” but in recent years it has been subjected to criticism. First the academics weighed in and, increasingly, eminent judges speaking or writing extra-judicially have described the doctrine as a “fairy tale” or a “fig leaf” and declared its redundancy and lack of utility.

I will not draw a distinction between biological and non-biological – we are not buying Persil or Daz (Stephen Quinn)

“… for it is impossible that one should be Judge and party, for the Judge is to determine between party and party, or between the Government and the party; and an Act of Parliament can do no wrong, though it may do several things that look pretty odd;”

City of London v. Wood, 12 Mod. 669, 687, per Holt C.J.

“And forasmuch as the legislature always have justice and truth before their eyes, and their false recitals (if there are any) are made upon false information, from thence it follows that they do not intend any one to be concluded by such recital grounded upon falsehood, for he that says to the contrary affirms that their interest is to oppress men wrongfully, which is indecent to be said of them, and he who insists that some shall be concluded by such falsehood, impugns the intent of the makers of the Act, and in that the Act itself, for the Act is nothing else but the intention of the makers of it.”

The Earl of Leicester v. Heydon (1570) 1 Plowden 384, 398.

While considerable attention is devoted to legal scholarship, little has been written on the process by which academic writing on law evolves. This paper departs from the existing pattern and examines five potential trajectories for legal scholarship. One is based on the idea that knowledge “accumulates” as part of “progress” towards a better understanding of the matters under study. The second is the concept of the “paradigm”, derived from work done on the history and sociology of science. The third focuses on the idea that academic endeavour concerning law yields useful ideas since market forces are at work. The fourth is a “cyclical” thesis, based on the assumption that themes legal scholars write about arise on a reoccurring basis. Finally, legal scholarship can potentially be characterised in terms of fads and fashions. It appears that scholarly trends in law develop in a manner that is at least partially consistent with each of the five potential trajectories identified. At the same time, none captures fully the dynamics at work and indeed there is some conflict between the various paths available. The paper tests these conjectures by focusing on a particular topic, namely corporate law. The survey offered does not identify one of the five potential trajectories as being dominant. Still, each does help to explain how corporate law scholarship has developed. Correspondingly, for those who are interested in why some ideas prosper whereas other claims “burn out”, this paper offers a “test-driven” analytical framework that can be applied to discern how academic writing on law evolves over time.

The jurists of the early Principate were divided into two groups, the Proculians and the Sabinians, but the nature of the division has proved to be a perennial problem of Roman legal history. Pomponius tells us that the Proculians regarded Labeo as their founder and the Sabinians Capito, and he gives lists of their respective leaders for more than a century. Furthermore, we know of more than two dozen particular problems which provoked disputes between the two groups. But the sources provide little express evidence as to the underlying opposing principles, if indeed there were any, which were espoused by them. Pomponius says that Labeo and Capito “first made, as it were, two sects: for Ateius Capito held fast to what had been handed down to him, whereas Labeo, a genius, with confidence in his own scholarship, a man who had studied several other branches of knowledge, set out to make many innovations” (D.1.2.2.47). Yet, when the various controversies are considered, the school of Labeo does not seem to champion doctrines which are especially progressive and that of Capito does not seem particularly conservative.

THE law which governs decision-making by the shareholders (or, strictly speaking, members) of a company is an area in which there is a great emphasis on regulation. This emphasis has tended to obscure the basic principles of law around which that regulation has developed. It has also distracted attention away from an appreciation of how those principles are applied and developed in practice.

Why is it that intention, or intent, one of the basic concepts of the criminal law, remains so unclear? Judges decline to define it, and they appear to adjust it from one case to another.

Part of the trouble is the disagreement on the subject of intention amoung jurists generally. The Philosophers who have lately arrived on the scene, hoping to help the lawyers to slove their legal problems, in fact give only limited assistance. Their philosophical interest stems from the fact that intention is an important ethical concept, but they do not relate their discussions to any particular ethical concept, but they do not relate their discussions to any particular ethical theory, and they do not sufficiently consider the specific requirements of the criminal law. Indeed, they mix up the ordinary meaning of the word “intention” with its desirable legal meaning. To be sure, the meaning of intention as a technical term of the law ought to be close to the literary and popular one, but there are sound reasons for saying that the two should not always be indentical.

Intellectual property law has been dealing with botanical innovations in a sustained way for over a century.

It has been suggested by several writers that property of an intangible nature, such as debts, should be subject to the same choice of law rules as those which govern tangible property and immovable property. The idea that the lex situs should be adopted to determine proprietary questions relating to debts is particularly prevalent in cases where the English courts are called upon to decide whether to recognise a foreign government's actions or whether to garnish a debt. But should one of the most dominant choice of law rules, that of the lex situs, gain an even wider application than it already clearly has? Before answering this question any suggestion that the lex situs should be adopted for matters relating to debts has to face the obvious logic that that which cannot be touched or moved cannot be said to be capable of a position or a situation. This is, of course, self-evident but apart from an occasional assertion the courts have not felt constrained by the logic of the matter and for a number of purposes they have stated rules to give a debt that characteristic which it lacks: a physical location.

It is almost a matter of definition that law restricts the freedom of each individual to satisfy his wants and desires in any manner he wishes. The restrictive elements in law may be regarded as justifiable because and in so far as they are necessary to ensure the maximum freedom for each and every individual. Freedom from interference can only be preserved by restricting everyone's freedom to exercise power over others. Perhaps the most fundamental and universal restriction is that placed on the use of force by one individual against another. Widely as social and legal systems may vary in the extent to which they allow some forms of power (e.g., economic power, industrial power, the powers of persuasion) to be exercised, they unite in prohibiting the exercise of physical power by one citizen against another. Many natural inequalities may be allowed to run free, but all legal systems attempt to “equalise” human beings to the extent of preventing resort to force by those who are minded and able to use this method of satisfying their desires. A prohibition on the use of force may thus be regarded as one of the minimum conditions of social life. This, in turn, is bound up with recognition of the right to life and physical security as the most basic claim of every human being. The idea of physical security as one of the “natural rights” of mankind has a long history, and Blackstone followed this traditions when he held that the right to life and limb is an “absolute right” which “every man is entitled to enjoy whether out of society or in it.”

Although English privacy law has developed significantly over the past two decades, it continues to focus almost exclusively on the disclosure of private or confidential information. This article argues that if privacy is to be comprehensively protected, then the importance of physical privacy – which is breached when a person is looked at, listened to or recorded against his or her wishes – must also be recognised. After discussing what physical privacy is and why existing protections for it are inadequate, the author contends that a physical privacy action can, and should, be developed from within English common law.

The concept of legitimate expectation first stepped onto the English law stage eighteen years ago in Schmidt v. Secretary of State for Home Affairs. There Lord Denning said obiter that an alien who had been given leave to enter the United Kingdom for a limited period had a “legitimate expectation of being allowed to stay for the permitted time” and, hence, if that permission was “revoked before the time limit expires, [the alien] ought to be given an opportunity of making representations [to the Home Secretary]”. Since then “legitimate expectation” has played an important part in numerous decisions in both the United Kingdom and the Commonwealth (particularly Australasia).

I propose to examine the underlying philosophy of the recent First Report on Legal Education and Training by the Lord Chancellor's Advisory Committee on Legal Education and Conduct (ACLEC), and also some of the practical implications of the Report, particularly for university law schools.

It was a stimulating experience to be able to work on this Report which reflects the collective wisdom and experience of all seventeen members of ACLEC and draws on the views expressed by its consultation panels and the large number of respondents to its consultation papers. It is important to stress that the Committee's expertise is not simply that of the two law teachers on the Committee or the two barristers, two solicitors and two judges, but also that of the lay majority of the Committee whose experience is that of consumers of legal services, social researchers, educators and in other professions. In reflecting this breadth of experience, it is a Report unique in the annals of British legal education.

Legally, it is possible to say of a particular company that it is a party to a criminal conspiracy, that it has acted dishonestly or that its conduct in matters of safety is so deficient as to amount to manslaughter. The mechanism which has brought most serious crimes within the competence of companies to commit is, of course, the concept of corporate alter ego or, more precisely, the doctrine of identification. This concept takes the conduct and state of mind of certain high-ranking officials to be the conduct and state of mind of the company itself, so that it may commit directly crimes which are not attributable to a company merely on a basis of vicarious liability.