The inaugural King’s Transnational Law Summit (KTLS) was held in London this April. The first global summit dedicated to the topic of transnational law, KTLS was hosted by the Transnational Law Institute of King’s College London. The theme of the Summit was “Creating Justice for Our Future.”
The Summit was held as a space of inquiry into how lawyers, legal scholars and legal education can better engage with the major transnational challenges of our time. Speakers included Shirin Ebadi, Nobel Peace Prize Laureate and Iran’s first female judge, Justice Susanne Baer of the Federal Constitutional Court of Germany and physicist and author Fritjof Capra. Over four days, multiple sessions were held in the thematic clusters of environmental & economic justice, health, technology, inequality & migration, and knowledge & action, in addition to music, film and poetry sessions and an art exhibition.
STL Assistant Professor Stephen Minas participated in the Summit by chairing a panel discussion on the topic of “Technology & Climate Change.” Professor Minas also is a senior research fellow at the Transnational Law Institute and participated in the development of the Summit concept/structure and in the organising team for the environmental stream of the Summit.
The “Technology & Climate Change” session featured a discussion on how technologies, including clean energy, can contribute to a sustainable future, and what law and regulation can do to maximize the positive contributions of technology. Speakers included Robert Berloznik, a member of the Technology Executive Committee of the UN Climate Convention and Director of the Programme of the Global Science Technology Innovation Conferences (G-STIC), Jean-Michel Glachant, who is Robert Schuman Chair, Director of the Florence School of Regulation and Director of Loyola de Palacio Energy Policy Programme at the European University Institute, Peter Vajda, Senior Environmental Expert at the Energy Community Secretariat, and Wendy J. Miles QC, a partner in Debevoise & Plimpton LLP’s London office and a member of the International Dispute Resolution Group.
Speaking after the Summit, Professor Minas said: “Globally, there are few institutions dedicated to the study of transnational law and to transnational legal education, making points of contact such as KTLS very valuable. It was a privilege to represent STL at this cutting-edge event in transnational legal studies and action. All credit must go to Professor Peer Zumbansen, Dr. Liliane Mouan and the whole organising team for an inspiring and thought-provoking Summit.”
Associate Professor Nitzan Shilon’s research on executive compensation was featured in a recent post on The Harvard Law School Forum on Corporate Governance and Financial Regulation. The post discusses Professor Shilon’s working paper, Replacing Executive Equity Compensation: The Case for Cash for Long-Term Performance, available here.
In this paper, Professor Shilon reconsiders the way in which corporate executives in U.S. public firms are paid for long-term performance. He takes the provocative position that equity compensation is undesirable, and that corporate executives instead should be compensated pursuant to carefully designed cash-for-performance schemes in which the executives are rewarded in cash for achieving certain long-term performance criteria.
Following is the Abstract of Replacing Executive Equity Compensation: The Case for Cash for Long-Term Performance:
Paying top executives in equity (stock and stock options) is the most significant reform of executive compensation in our generation. It has been universally welcomed not only by firms but also by academics, investors, and policy makers. Contrary to the consensus, I argue that equity compensation is undesirable. It provides perverse incentives for managers to destroy shareholder value and behave manipulatively and recklessly. It is also an economically wasteful vehicle, and its wastefulness, which is exacerbated by agency costs and cognitive biases, significantly contributes to the immense explosion of executive compensation. Because of the inherent drawbacks of equity pay arrangements, I suggest a radical proposal: to instead use carefully designed cash-for-performance schemes in which executives are rewarded in cash for attaining certain long-term performance criteria. To facilitate this reform, I recommend implementing it systemically and placing tax and disclosure rules that are applied to equity incentive pay on a level playing field with rules that are applied to cash incentive remuneration. The reform is expected to eliminate the significant costs of equity compensation and make incentive pay more effective, transparent, cheap, and better tied to performance, while improving the limited incentive benefits generated by current equity compensation arrangements.
On March 31, 2018, STL co-hosted a Legal Forum featuring London School of Economics Professor Jeremy Horder, a leading scholar of criminal law. Professor Horder delivered remarks on, “Bribery Reform in the UK: Implications for Chinese Businesses.” The Forum was attended by over 100 lawyers and leaders from the Shenzhen and regional legal community, as well as students and faculty from STL. The event was co-sponsored by Dentons and Benchmark Chambers International (BCI). WANG Qianwu, a senior partner in Dentons Shenzhen office, moderated the Forum. STL’s vice dean, Colleen Toomey, made opening remarks on behalf of the law school.
In his keynote address, Professor Horder provided an overview of the major provisions of the UK Bribery Act 2010. Professor Horder was one of the principal authors of the legislation, which set out to consolidate and modernize the UK’s ad hoc and antiquated bribery laws. The Bribery Act criminalizes commercial bribery and bribery of domestic and foreign government officials; receipt of a bribe; and failure by a corporate entity to prevent bribery. The extraterritorial scope of the Act is far reaching, which is a significant change from prior law. Under the Act, the corporate offense of failure to prevent bribery applies not only to U.K. companies, but also to any company that conducts business in the U.K. (e.g., registered on the London Stock Exchange), even if the conduct constituting bribery took place outside of the U.K. Professor Horder spent considerable time discussing these aspects of the Act, as well as steps companies can take to protect against liability under the Act. For example, having “adequate procedures” in place to detect and deter such conduct (such as ethics training programs, compliance and due diligence protocols, etc.) will provide a defense to the corporate charge of failing to prevent bribery. Professor Horder also discussed key differences between the Bribery Act and the Foreign Corrupt Practices Act (FCPA), the anti-corruption legislation adopted in the United States. His presentation was followed by an extended Q&A session.
Against the backdrop of China making an increasing number of investments in foreign countries, Professor Horder’s remarks provided a valuable opportunity for local lawyers and STL students to better understand the UK’s bribery laws.
STL Professor Sang Yop Kang recently participated in a March 2018 international conference on “Diversity of Shareholders and Corporate Governance” at Peking University Law School in Beijing. Professor Kang presented his research on “Unpacking Voting Leverage Mechanisms: Theoretical Analysis,” which analyzes voting leverage mechanisms, controlling minority structures, agency problems, law and finance theory, ownership gap (and its potential abuse in tunneling), and other corporate governance issues. He also raised the possibility that multiple voting leverage mechanisms can be used in a corporation.
Professor Kang was joined at the conference by leading corporate law scholars from China, Japan, Korea, and Germany, including faculty from Peking University, Tsinghua University and Renmin University.
STL Distinguished Professor of Practice Thomas Yunlong Man and 2L students Chen Chuang, Feng Yang and Wang Xianyi recently published a collection of articles in the Tribune of Social Sciences, a comprehensive bi-monthly Chinese-language journal. The articles focused on various dimensions of Evidence Law, including an exploration of “illegally obtained evidence. ” The student articles grew out of course work from Professor Man’s course on, “Emerging Chinese Evidence Jurisprudence from a Comparative Perspective.”
Professor Man is an appointed member of the PRC National Working Group on the “China Justice Index Project,” and he serves on the governing board of the International Association of Evidence Science, one of the leading academic organizations devoted to the interdisciplinary study of evidence law and forensic science.
Assistant Professor Stephen Minas, a scholar of climate change governance, technology transfer and transnational legal structures, recently authored a policy report for the Foundation for European Progressive Studies on “Framing a Just Transition Mission – Mainstreaming an All-Encompassing Approach.” In his report, Professor Minas offers a new approach to mainstream the “just transition” agenda with the aim of accelerating climate action, creating new quality jobs and empowering communities. “Just transition” refers to the aim of switching to climate-friendly energy while actively addressing the employment and social outcomes for fossil fuel-dependent workforces and communities. There is no single process capable of delivering a just transition and international, European Union and domestic law and policy are all relevant to achieving desirable outcomes.
Following is an excerpt from the Introduction of Professor Minas’s report:
The just transition agenda aims to manage overarching societal change in the broad context of responding to climate change. The goal of preventing dangerous climate change demands rapid and far-reaching changes in sectors such as energy, transport and industrial production. As climate policies are increasingly put into practice, the economic and social consequences of climate action for workers, communities, regions and whole countries are multiplying and becoming increasingly potent.
The aim of this paper is therefore to build on recent discussions and provide an analysis of the broader and ongoing developments in the agenda on just transition, which is being pursued at both EU and international levels. Central to the approach proposed in this paper is to mainstream the just transition agenda, by reframing just transition from a component of the climate policy response (of greater or lesser priority) to an overarching ‘mission’ that can include, mobilise and empower diverse actors at EU, regional, Member State and local levels.
On March 20, Professor Minas discussed his report in a series of consultations at the European Parliament and other Brussels-based institutions. The dialogue was an initiative of the Foundation for European Progressive Studies (FEPS). During the day’s sessions, Professor Minas and colleagues from FEPS’ Young Academics Network examined opportunities to strengthen the EU contribution to transnational economic governance, including in the areas of climate change, tax/base erosion and global supply chains. The European Parliament has made tackling climate change and its consequences one of its key priorities.
(Photo courtesy of the Office of Karoline Graswander-Hainz MEP)
STL Distinguished Scholar in Residence Susan Finder was invited to speak at the March 8, 2018 launch of the “Women in Arbitration” initiative organized by the Hong Kong International Arbitration Centre (HKIAC). The event was held in Shanghai on International Women’s Day and was attended by female practitioners of international arbitration and related practice areas. The Women in Arbitration initiative aims to “provide a forum for members to consider and discuss current topics, grow networks and business relationships, and develop the next generation of leading female practitioners.”
On March 7, Professor Finder was one of several experts invited to present at the “Bund Expert Forum” hosted by the Shanghai office of Boss & Young Attorneys-at-Law. Professor Finder’s remarks focused on the knowledge and competencies essential for successful transnational legal practice. Professor Finder was joined by experts and scholars from Fudan University and East China University of Political Science and Law.
Professor Sang Yop KANG was invited to participate in a January 13-14, 2018 conference in Singapore on “US-Asia Comparative Corporate Governance.” The conference was organized jointly by the law research centers at National University of Singapore (NUS), Singapore Management University (SMU), and University of California, Berkeley. Prominent corporate law professors who participated in addition to Professor Kang included Professors Holger Spamann (Harvard University), David Zaring (University of Pennsylvania), Dan Puchniak and Umakanth Varottil (NUS), Wan Wai Yee (SMU), Kon Sik Kim and Kyung Hoon Chun (Seoul National University), Gen Goto (University of Tokyo), and Manabu Matsunaka (Nagoya University).
The conference focused on selected issues of comparative corporate governance, including shareholder activism, minority shareholder protection, and agency-principal conflicts between controlling and minority shareholders and between boards and shareholders.
Professor Kang commented on Professor Kyung Hoon Chun’s draft article on the multiple derivative suit system in addition to commenting on topics presented by other participants.
Professor Sang Yop KANG was invited to a corporate law conference on “Boards of Directors: Composition and Process” at Leeds University (UK), January 15-16, 2018. The conference was co-sponsored by the Alexander von Humboldt Foundation, the Leeds University School of Law, and the Centre for Comparative Corporate Governance (CCC-CG) of the Deakin University Law School, Australia. Conference presenters included leading corporate law professors and practitioners from the U.K., U.S., Europe and Australia. Joining Professor Kang from China was Professor LIU Junhai (刘俊海教授) of Renmin University (中国人民大学).
Professor Kang presented his research on “Independent Director System in a Controlling Shareholder Regime: Korea.” He explained theories on the independent director system with comparative analysis of the system in the U.S., China, and Korea. In addition, he participated in a panel discussion of shareholder primacy (shareholder wealth maximization) and stakeholder primacy (stakeholder welfare maximization).
On January 17, STL Dean Philip McConnaughay participated with the former President of Croatia, the Ambassador Extraordinare of the Slovak Republic, the Mayor of Bacău, Romania, the Deputy Mayor of Athens, Greece, and senior government officials of Shenzhen, Hainan, and Shanwei in the “2018 Forum for International City Partnership and Industry Cooperation under the Belt & Road Initiative, ” organized by the China Federation of Industrial Economics and Development Research Center of the Shenzhen Municipal Government.
The principal purpose of the Forum was to explore opportunities for enhanced cooperation and to promote innovation across economies within the Belt and Road Initiative (BRI). Shenzhen’s unique role as one of the largest drivers of innovation in the world was central in all discussions of how to facilitate economic exchange in the BRI.
Dean McConnaughay’s remarks focused on the striking parallels between the massive infrastructure investment China currently is making in roads, high-speed rail, and ports interconnecting BRI countries and the extraordinarily rapid urbanization and economic growth that resulted from China’s massive infrastructure investment interconnecting the major cities of the Pearl River Delta over the past few decades.