The role and place of capital markets in economic development have received increased attention in recent times. Consequently, establishment of capital markets has become part of the prescription offered to developing countries in order to realise economic growth. However the precise legal and institutional framework that would induce rapid and sustainable growth of the newly established capital markets in developing countries appears to continue eluding policy makers and their advisers. As a result, most capital markets currently existing in most developing countries remain undeveloped and sluggish. This study seeks to explore optimal legal and institutional framework that can support and sustain capital market growth in developing countries. It is believed that once policy makers become aware of such a framework, they will be able to forge targeted legal and policy reforms that will help ignite emergence of vibrant capital markets in developing countries. The point of departure of this study is an observation that capital markets in most developing countries were established and continue to be operated on inappropriate legal and institutional underpinnings. This study looks at a number of theories and approaches that have formed and informed the legal and institutional framework for capital markets in developing countries, including law and economics, law and development and the Washington Consensus approaches and explains how they have contributed to weak capital markets in developing countries. This study then proceeds to explore a possible development theory that can be used in designing and implementing legal and institutional reforms to promote development of capital markets in developing countries, in general and Southern African Development Community (SADC) region, in particular. In this regard this study uses Douglass North’s framework of economic development as articulated in his work, Understanding the Process of Economic Change and his other prior works as a guiding light. North’s framework is part of the New Institutional Economics (NIE) theory that faults neo-classic economics, which has been used as a tool of economic analysis in the previous economic theories, for its assumption of human rationality. Instead North’s framework recognises that formal rules (statutes, regulations and policy statements) will only be effective if they are compatible with existing informal rules (local practices, protocols and beliefs), which are determined by societal belief system. This study therefore argues that legal and institutional framework for capital markets in developing countries should be tailored to the unique informal rules prevalent in each country rather than being transplanted from developed countries. The study then proceeds to look at some specific formal and informal rules that are relevant to capital market growth. As part of this exercise we look at the ‘preconditions’ for strong capital markets as set out by Professor Bernard Black and set them out on the formal-informal rule continuum as informed by North’s framework. In order to show how informal rules affect the formal rules, a comparative study of regulatory frameworks in United Kingdom, South Africa and Malawi is undertaken. The study concludes with some suggestions on how the legal and institutional reform for capital market development can be undertaken within the tenets of North’s framework in developing countries including countries in the SADC region.

This thesis aims to investigate the regulatory balance between inclusion and exclusion in competitive sport. Society is obsessed with categorising and treating individuals and groups according to their physical and non-physical differences, such as sex, gender, disability and race. This treatment can lead to the inclusion or exclusion of an individual from the tangible and intangible benefits of society. Where this practice becomes discriminatory, there exists a legal framework in place to protect basic human rights and ensure that people are treated with due respect for their similarities and differences. In a sporting context, the inclusion and exclusion of athletes based upon their differences is often a necessary part of the essence of competitive sporting activity. The protection of the essence involves the establishment of rules and categories that can have an unequal exclusionary impact on certain classes of individual such as some women, transgender, intersex individuals and those with a physical or intellectual disability. The essence of sport also embodies a dominant sporting culture that dictates who is suitable to sport and this can have an exclusionary effect upon particular racial populations. This literature based research, critically analyses a range of legal and non-legal cases concerning sex, gender, disability and race to identify when sporting exclusion is justifiable for the protection of the essence, and when it is unjustifiable and incompatible with equality legislation. A comparative analysis is adopted to examine the consistency and appropriateness of the sport and legal approach to this regulation. It will be shown that whilst a majority of the cases employ a justified inclusive or exclusive approach that is evidence based and in the pursuit of legitimate objectives, there do remain a proportion of cases which are unjustified. This thesis proposes a ladder of regulation, including a sports audit and the establishment of an international anti-discrimination unit, to stimulate improvements in rule making and encourage good governance in this field.

The aim of the research is to evaluate the effectiveness of the legal means of resolving shareholder disputes in private companies. The principal means are ex ante contracting in shareholders' agreements and court-based dispute resolution mechanism in sections 994-996 of the Companies Act 2006. Private companies are often formed on the basis of mutual trust deriving from personal relationships between shareholders. The breakdown of these relationships termed 'relational breakdown' commonly precipitates squeeze-out behaviour that causes disputes over the terms of exit. Ex ante contracting in shareholders' agreements cannot eliminate the underlying factors that cause relational breakdown, but can only mitigate the effects of relational breakdown by qualifying the powers of the majority and providing an exit to the minority on fair terms. Moreover, due to a range of limitations associated with ex ante contracting in shareholders' agreements, shareholders need recourse to a legal mechanism such as sections 994-996 of the Companies Act 2006 (formerly sections 459-461 of the Companies Act 1985) to resolve their disputes. In a Consultation Paper and subsequent Report published in October 1997 the Law Commission criticised the length, cost and complexity of proceedings under these provisions which were said to diminish their effectiveness as a tool for resolving shareholder disputes. After the Law Commission Report there have been significant developments both in terms of substantive law and procedure which have sought to streamline the remedy and make it more effective. The present research is the first attempt to consider from a legal perspective the effectiveness of sections 994-996 of the Companies Act 2006 as a court-based dispute resolution mechanism, in the decade since the Law Commission produced its Report on shareholders' remedies. The research draws extensively on empirical evidence derived from a series of semi-structured interviews that were carried out with fifteen barristers experienced in this area of work. It concludes that (i) substantive law developments have enhanced legal certainty in the area and influenced shareholders to settle early; (ii) procedural developments, in particular, the use of mediation, has also contributed to earlier settlement; and (iii) in sum these developments have improved the effectiveness of these proceedings for shareholders,companies and the administration of justice by the courts.

This PhD dissertation includes a case study on the Baku-Tbilisi-Ceyhan (BTC) Pipeline Project and aims to examine questions related to the implementation and exercise of procedural environmental rights. The BTC Pipeline was constructed to transport oil from Azerbaijan, through Georgia, to Turkey. More specifically, this dissertation aims to examine: the obligations of state with regard to the implementation of procedural environmental rights under the Aarhus Convention; the requirements of private sector borrowers under the Equator Principles regarding the disclosure of information and public consultation; the European Convention on Human Rights (ECHR) in the light of its potential to be used for environmental protection. This PhD dissertation seeks to make an original contribution to knowledge through the drawing up of conclusions on the: 1) legal regime of the BTC project in the light of the relationship between the BTC project agreements, the Aarhus Convention and the domestic normative acts of Georgia; 2) non-implementation by Georgia of procedural environmental rights under the Aarhus Convention in the context of the BTC project; violation by Georgia of Articles 8, 1 of Protocol No. 1, 10 and 11 of the ECHR in the BTC project context; non-compliance by the BTC Co. with the requirements of the Equator Principles; 3) presence of links between the existence and proper functioning of democracy and the effective exercise of the Aarhus Convention rights; 4) existence of links between the enjoyment of the ECHR rights and the effective exercise of the Aarhus Convention rights; 5) existence of links between the implementation of the Aarhus Convention rights and those of the ECHR. The study seeks also to make an original contribution to knowledge by reaching conclusions as to how to redress the shortcoming of the revised Equator Principles and how to improve the implementation of the Equator Principles on behalf of the “Equator” banks.

This research aims at establishing the adequacy (or not), of the statutory framework available for business funding in the UK during corporate rescue, by undertaking a comparison between relevant laws in the UK, Canada and the United States of America. The thesis evaluates if the UK's provision for funding mirrors the functions of the well-established rescue funding structures found in Canada and the United States of America. The study begins with a historical analysis of the development of bankruptcy laws in order to establish the context within which a rescue culture developed within the comparator jurisdictions. It identifies a shift of focus from outright liquidation of companies to the rescue of parts or the whole of a distressed company. This forms the milieu within which the study undertakes an examination of statutory provisions for business funding. It explores both the formal and informal frameworks available for funding and does this by an in-depth comparative analysis of the theoretical and contextual factors responsible for the development of divergent rescue funding procedures. The research identifies the differences and similarities between the relevant laws of the three countries and attempts to identify a possible functionally equivalent solution to the common issue of funding rescues with the aim of ascertaining whether there are any weaknesses to the present statutory provisions for business funding in the UK and, if so, how they may be addressed.

The concept of public policy has potential to increase the effectiveness of the use of the WTO exceptions to the covered agreements by member states, while decreasing the likelihood of misuse, which will be of certain benefit to the trade organization as a whole. This PhD study examines the use of public policy or "overriding principles" as it exists in three legal orders; the European Union, the Common Law of England and Wales, and the World Trade Organisation by conducting a comparative documentary analysis of the development and application of "overriding principles" in each legal order and the mechanisms used to monitor, control and encourage the evolution of the concept. The thesis argues that although different terms are used by each legal order, the function is similar, and therefore public policy can be successfully applied to the World Trade Organisation. On the basis of the findings of the comparative analysis, the research aims to develop a functional concept of public policy that can be applied to the WTO to better achieve its goals as an international trade liberalising organisation, streamlining the accession process for new members, assisting developing countries to participate in the international market and maintaining a balance with the obligations to the organisation and lessening the potential for disputes to arise. A case study of the accession of the Kingdom of Saudi Arabia to the World Trade Organisation exemplifies the experience of developing nations and the potential for public policy to improve the balance of rights and obligations within this legal order.

Every year during the so-called “annual general meeting season” the remuneration of top managers makes it into the headlines of newspapers and onto the political agenda. Excessive executive remuneration is a long-standing problem, which has repeatedly caused regulatory action in the last two decades. The scholarly debate on executive remuneration is multifaceted and due to frequent reforms, quickly dated. This thesis focuses on remuneration governance, which is the system by which executive remuneration is set and monitored. In a critical comparison of the current German and UK remuneration governance rules it questions the effectiveness of the three main mechanisms of remuneration governance – namely the (supervisory) board as the remuneration setter, the disclosure of executive remuneration, and the shareholder vote on executive remuneration. Taking the latest reforms into account, the strengths and weaknesses of the two systems are identified. The thesis finds that the current remuneration governance instruments are not satisfactory. Suggestions for improvement are made, based in part on the experiences made in the other jurisdiction. An often neglected facet when examining remuneration governance is the influence of EU measures on national remuneration governance rules. The thesis finds generally a limited impact of EU measures in the past. For the future the question arises at which regulatory level measures for improvement should be taken. Further reforms regarding the (supervisory) board are – at least on a European level – not very promising. Rather the harmonisation of disclosure rules is suggested. Only EU measures could lead to standardisation sufficient to increase the disclosure’s informative value, clarity and comparability. In particular the form of the disclosure should be standardised. A standardised remuneration report would furthermore be predestined to be the subject-matter of an improved, harmonised shareholder vote. Enhanced transparency and comparability would empower shareholders and reduce agency costs.

The United Nations recognises that businesses have responsibility for human rights and there are ongoing negotiations that may lead to the adoption of legally binding framework to ascribe human rights obligations to businesses. The present study considers that ascribing human rights obligations to businesses raises the corresponding need to clarify whether human rights limitations could be factored into their obligations. In contribution to the clarification of this issue, this thesis examines two requirements for permissible limitation of human rights, namely, the concepts of ‘law’ and ‘legitimate aims’. It undertakes a legal analysis of these concepts in terms of whether within the specific context of business, they might respectively include (i) rules that are generated by businesses themselves and (ii) the core interests of businesses as grounds for human rights limitations. It shows how the doctrine of private delegation explains the disposition of businesses to generate rules that may serve as valid bases for human rights limitations and finally proposes the core interests of businesses that may also have to be prioritised as the ‘equivalents’ of legitimate grounds for human rights limitations in business contexts.

The aim of the thesis is to map out and critically discuss the very recent phenomenon of "regulatory convergence" in EU securities regulation. "Regulatory convergence" is a new development in EU governance in financial services and markets regulation following the Financial Services Action Plan 1999 and the Lamfalussy Report of 2001. Regulatory convergence has 2 aspects, i.e. "regulatory" and "convergence". The thesis suggests that the "regulatory" aspect may be looked at in 4 parts, namely the source of regulation, the administration of regulation, the supervision of regulation, and the enforcement of the regulation. The thesis maps out and critically discusses each area of regulatory convergence in EU securities regulation, and the methodologies employed by policy and law-makers in securing convergence, which include EU legislation, Commission legislation and "soft law" produced by the Committee of European Securities Regulators. In particular, a cybernetic model of analysis is applied to discuss each aspect of regulation, and the methodologies used in securing "convergence". The application of the cybernetic model of analysis to the 4 aspects of regulatory convergence allows the drawing of some conclusions about the prospects of regulatory convergence. The thesis also examines whether and to what extent, there is an EU level regulatory system for EU securities regulation, and in the absence of such an EU level system for securities regulation, what forces or incentives would induce Member States to adopt divergent national regulation. The final chapter of the thesis explores theoretical frameworks in organisation theory to suggest how creating an EU agency for securities regulation may address the deficits in the current framework for securing regulatory convergence and lead the way forward to a cybernetically sufficient system for regulatory convergence in EU securities regulation.

This thesis argues that the scope of the originator and the originator's bank's rights, duties and liabilities for fraudulent international wholesale EFT under English law, is unpredictable and uncertain. The argument relies on analysing the law applying to fraudulent international wholesale EFT in England. This includes the general principles of contract law, agency law and the rules which apply to forged cheques, and the UK Cross-Border Credit Transfer Regulations 1999 which implemented the EU Directive on Cross-Border Credit Transfers 1997. The English law is then compared with Article 4A of the U.S. Uniform Commercial Code 1989 and the UNCITRAL Model Law in International Credit Transfer 1992. Chapter one defines EFT, and demonstrates the legal concept of fraudulent EFT in English law. This chapter focuses on the significance of authority and the problem of identity authentication under English common law. Chapter two analyses the legal nature of payment orders and the rules applying to fraudulent EFT in English and EU law. Moreover, it examines the forms and legal validity of security procedures in the context of EFT in English and EU law. Chapter three discusses the rules of the UNCITRAL Model Law and Article 4A as applied to unauthorised EFT. It focuses on the legal concept and validity of security procedures under both legal frameworks. Chapter four deals with the basis of the originator's action against the originator's bank for fraudulent EFT in English law. Chapter five considers the basis of action and freedom of contract under the UNCITRAL Model Law and Article 4A. Chapter five examines the scope of the originator's bank's liabilities for direct and consequential damages occurring as a result of fraudulent EFT under both legal frameworks.