Jennifer Payne

Jennifer Payne
University of Oxford | OX · Faculty of Law

About

63
Publications
5,761
Reads
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240
Citations
Citations since 2017
9 Research Items
197 Citations
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Publications

Publications (63)
Article
It is common for contracts to include a clause that provides that on an event of default the counterparty has an unconditional right to terminate the contract or accelerate payment (an ipso facto clause). The regulation of ipso facto clauses has become a topic of debate in recent years with a number of jurisdictions introducing constraints on such...
Article
The European Commission published a Draft Directive in November 2016, with the aim of ensuring that all Member States have in place an effective mechanism for dealing with viable, but financially distressed, businesses. The Draft Directive includes provisions designed to encourage financing for the debtor company, both interim financing to ‘keep th...
Article
Full-text available
This paper examines the intervention of the law, and the role of the court, in debt restructuring, both in terms of imposing constraints on creditors and in seeking to ameliorate the potential abuses that can arise from such constraints. Three potential forms of abuse are examined: the imposition of a restructuring on dissenting creditors, which in...
Article
This paper examines the intervention of the law, and the role of the court, in debt restructuring. The law has a role both in imposing constraints on creditors and in seeking to ameliorate the potential abuses that can arise from such constraints. Three potential forms of abuse are examined: the imposition of a restructuring on dissenting creditors...
Article
In recent years, there has been a growth in the use of English schemes of arrangement by companies registered in other EU Member States. Recent high-profile examples include TeleColumbas GmbH, Rodenstock GmbH, Primacom Holdings GmbH, Re Metrovacesa SA and Re Seat Pagine Gialle SpA, although there are many more. In each case, these companies were ab...
Article
This paper assesses the debt restructuring mechanisms available to companies in English law, compares these mechanisms with the Chapter 11 procedure in the US, and makes some suggestions for reform of the English system in this context. Rehabilitating a company in financial difficulties will almost always be preferable to liquidation for companies...
Article
Gatekeepers are financial intermediaries that operate between issuers and investors and have a potentially valuable role to play in the financial market. This paper, which has been written for the Oxford Handbook on Financial Regulation (Moloney, Ferran and Payne (eds) OUP, 2014), considers the role of gatekeepers, examines gatekeeper failure and a...
Article
The issue of whether and how to regulate short selling has been an issue that has vexed regulators for some time. While there are a number of potentially damaging consequences that are said to stem from short selling, there is also evidence that it can have beneficial effects on financial markets. In the wake of the collapse of Lehman Brothers in S...
Article
In the fifteen year period to 2008 the private equity industry grew enormously in Europe, to the point where it began to be seen as a rival to the public markets. This gave rise to concerns, and calls for the private equity industry to be regulated. The financial crisis, and in particular the contraction of the market for debt prompted by the colla...
Article
This article examines the shareholder-centric model of takeover regulation in the UK, and explores two recent developments that potentially impact on this model. The first is the rise of schemes of arrangement as an alternative mechanism for effecting takeovers. Schemes have become the mechanism of choice for recommended bids in the UK, and yet the...
Article
In the fifteen year period to 2008, the private equity industry grew enormously in Europe, to the point where it began to be seen as a rival to the public markets. This gave rise to concerns and calls for the private equity industry to be regulated. The financial crisis, and in particular the contraction of the market for debt prompted by the colla...
Chapter
This chapter evaluates the European Model Company Act (EMCA) project. It considers the role that European regulation plays in company law generally; a role that has been dominated by the EU to date. Although EU harmonization has been mandatory, and has largely been confined to publicly listed companies, and therefore is not on all fours with the EM...
Article
Schemes of arrangement are an extremely valuable tool for manipulating a company’s capital. Nothing in the Companies Act 2006 prescribes the subject matter of a scheme. In theory a scheme could be a compromise or arrangement between a company and its creditors or members about anything which they can properly agree amongst themselves. However, one...
Article
The purpose of this paper is to examine the difficulties that arise with intermediated shareholdings in the UK regarding the right to vote. In the UK, the registered owner of the shares (the intermediary) has all of the powers and privileges attaching to those shares as against the company that issued them, including the right to vote, whereas the...
Article
The UK has recently undergone a significant process of law reform, culminating in the Companies Act 2006. This Act makes significant changes to UK company law, including the legal capital rules. The primary purpose of the legal capital rules is to regulate the conflict which potentially exists between creditors and shareholders in a company regardi...
Article
The recent case of Smith v Henniker-Major & Co [2002] BCC 544 (Ch D) and [2002] 2 BCLC 655 (CA) examined the scope of the UK legislation governing the authority of the board of directors to act for the company, which implements Article 9(2) of the First European Company Law Directive. In particular two questions were considered in relation to secti...
Article
Sections 459-461 of the Companies Act 1985 are at the forefront of the remedies available to protect minority shareholders from oppression in the UK. The danger is that companies will be run exclusively in the interests of the controlling shareholders, and that the interests of the minority shareholders will be ignored, or at least not fully recogn...
Article
This article challenges the commonly expressed view that shareholders wishing to bring a derivative action on behalf of the company must have 'clean hands' i.e. that there must be nothing in the shareholders behaviour which renders it unjust to allow the derivative action to proceed. While minority shareholders' misbehaviour might well have consequ...
Article
THE issue of ratification is one whose “tentacles creep into every part of company law”.1 When a wrong has been done to the company, it is the mechanism which determines whether that wrong can be put right, and, if it can be, whether it will be; whether the wrongdoers ought to be released from their liability, and, ultimately, whether litigation ca...
Article
THE decision of the House of Lords in Williamsv.NaturalLifeHealthFoodsLtd. [1998] 1 W.L.R. 830, reversing the Court of Appeal's decision ([1997] 1 B.C.L.C. 131), examines the issue of an agent's liability for negligent misstatement. Of course, agents will be personally responsible for their own negligence, even if that tort is committed while on th...
Article
Bigger and Better Guns for Minority Shareholders? - Volume 57 Issue 1 - Jennifer Payne
Article
If students of company law know just one case, that case will be Salomon v. A. Salomon & Co. Ltd. which firmly established the English law principle that a company is a legal person entirely separate and distinct from the members ofthat company. It is trite law that a rather hefty veil is drawn between these two that can be lifted only in a limited...
Article
Measure of Damages for Fraudulent Misrepresentation - Volume 56 Issue 1 - Jennifer Payne
Article
The attitude of the courts to extensions of the duty of care for those who produce company prospectuses has seemed fixed at the restrictive end of the scale for some time. The decision of Lightman J in the Possfund v Diamond case suggests that this might be about to change.

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