1 This is true of organisations generally. As Lucas succinctly puts it: “… there is no need to posit special metaphysical entities over and above the ordinary persons we meet and talk with. It is simply that men think and act differently when they are together and influencing one another from when they are separate. A corporate personality manifests itself in ordinary people thinking and doing things, but in a special frame of mind, conscious of other men's thoughts and actions, and influenced by them” ( Lucas, J.R., The Principles of Politics (Oxford U.P., 1966) 281 Google Scholar.

2 English law does not appear to have developed any coherent theory as to the circumstances in which the breach of a contractual duty causing pure economic loss is independently actionable in tort. Fortunately, the topic falls outside the scope of this lecture.

3 Cunliffe-Owen v. Teather & Greenwood [1967] 3 All E.R. 561; Robinson v. Mollet (1875) L.R. 7 H.L. 802; Levitt v. Hamblett [1901] 2 K.B. 53.

4 The exchange may, of course, impose an indirect sanction on N by prohibiting members from engaging in future dealings with him.

5 Murphy v. Brentwood District Council [1990] 2 W.L.R. 944, reversing Anns v. Merton London Borough Council [1978] A.C. 728 together with a long line of authority stemming from it.

6 Minories Finance Ltd. v. Arthur Young and Bank of England [1989] 2 All E.R. 105. Immunity is now expressly provided by sec. 1(4) of the Banking Act 1987 in respect of acts and omissions in good faith.

7 Yuen Kin-Yeu v. Attorney General of Hong Kong [1988] A.C. 175 (where the public policy point was not expressly ruled on since the claim failed as not satisfying the proximity test).

8 Shearson Lehmann Hutton Inc. v. Maclaine Watson & Co. Ltd. [1989] 2 Lloyd's Rep. 570. See p. 194 below.

9 R. v. Panel on Take-Overs and Mergers, ex parte Datafin plc [1987] 1 All E.R. 564, per Sir John Donaldson M.R. at 566.

10 Ibid. See also R. v. Panel on Take-Overs and Mergers, ex parte Guinness plc [1989] 1 All E.R. 509. Within the EEC Community law may expand in the area of judicial review. For example, under the EEC Admissions Directive of 1979 (79/279/EEC) the de-listing of securities on a Stock Exchange must be made subject to judicial review in Member States. See now the UK Financial Services Act 1986, sec. 192.

11 Shearson Lehmann Hutton Inc. v. Maclaine Watson & Co. Ltd., supra n. 8, and see below.

12 Supra n. 8.

13 See p. 198 below as to securitisation generally.

14 Pennington, Robert R., The Law of Investment Markets (Blackwell Law, Oxford, 1990) 437–438 Google Scholar.

15 This service is provided by the International Stock Exchange in London through its Buying-in and Selling-out Office. See Pennington, supra n. 14, at 415 et seq.

16 In Euro-commercial paper market the issuer may issue a single global promissory note covering the entire issue and deposit this with a depositary institution to be held on trust for investors. An investor acquires title by being credited in the books of the depositary institution with the amount of the security purchased and may if he wishes call for a definitive promissory note covering the amount of his purchase. For a description of the procedure on transferring title to UK gilts by book-entry transfer through the Central Gilts Office see Pennington, supra n. 14, at 435 et seq.

17 See McCormick, Roger and Creamer, Harriet, Hybrid Corporate Securities: International Legal Aspects (Sweet & Maxwell, London, 1987)Google Scholar.

18 There is a growing literature on the subject. See, for example, Bonsall, David C., Securitisation (Butterworths, London, 1990)Google Scholar; Henderson, John and Scott, Jonathan P., Securitization (Woodhead-Faulkner and Europublications, London, 1988)Google Scholar; and a forthcoming comparative treatment, International Dimensions of Asset Securitization, Joseph J. Norton and Paul R. Spellman, eds.

19 [1893] 1 Q.B. 256.

20 Semble it is the bondholder; only his right of enforcement is restricted.

21 Richardson Greenshields of Canada (Pacific) Ltd. v. Keung Chak-Kiu and Hong Kong Futures Exchange Ltd. [1989] 1 HKLR 476, noted in [1990] 2 JIBL N-40.

22 Financial Services Act 1986, sec. 63 and Sch. 1, Part I and para. 12.

23 See Atiyah, P.S., The Rise and Fall of Freedom of Contract (Oxford, Clarendon Press, 1979) 128–130, 363–365 Google Scholar.

24 North v. Marra Developments Ltd. (1981) 56 A.L.J.R. 106. The recently concluded Guinness trial in England resulted in the conviction of leading figures in the City of London for creating a false market by a share support agreement, in this case on terms that the outlay of the buying participants would be reimbursed. All the defendants except one received terms of imprisonment.

25 Scott v. Brown, Doering, McNab & Co. [1892] 2 Q.B. 724.

26 Financial Services Act, sec. 48(2)(i),(7),(7A); Financial Services (Conduct of Business) Rules 1987, Part 10.

27 Now reabsorbed into the German Federal Republic.