Corporate governance (CG) has been introduced to China as central to establishing the modern company system. The current Chinese CG principles and legal framework are the results of China having absorbed lessons and copied advanced and matured CG models from other countries. This thesis evaluates the process of CG practice by Chinese State-owned enterprises (SOEs), and concludes that the main issue for Chinese SOEs is not to adopt a fixed model of CG to copy, but to develop a complete and continuous set of institutions that lead to effective CG in the context of China's economic and social environment. At this transitional stage, what are the significance and the functions of CG in China? And how do these functions applied in reality? During the last decade of practice, what are the achievements and problems of CG in the reform of SOEs in China? What are the future perspectives of Chinese SOEs' reform? The series of questions above describe the dynamic of this thesis. In discussing the phenomenon of CG in the reform of SOEs, this thesis reviews the debates about the role of CG in China's SOEs reform. Furthermore, this thesis will analyze the tensions concerning CG in the process of SOEs reform, in relation to ownership, boards of directors, shareholders and boards of supervisors. Moreover, explorations taking a legal approach are made in this thesis in order to find and fill the gap between theory and practice about CG of SOEs in China. The research into the CG of Chinese SOEs is a challenging and stimulating field. The aim of this thesis is to provide an analysis of the CG of Chinese SOEs and offer some suggestions for improvement to make the development of CG of Chinese SOEs more attractive to experts and scholars, so as to better guide the practice.

This thesis concerns the inter-relationship between international investment law and the law of sovereign immunity focusing on the enforcement of arbitral awards against sovereign states. The core hypothesis is that investor-state arbitration is severely hampered in its role of providing a remedy to foreign investors for losses to their investments caused by the breaches of International Investment Agreements by host states. In particular, there exists the risk that an arbitral award against the respondent state can be undermined by the respondent state's use of the sovereign immunity doctrine against execution as a defence against the payment of compensation. Accordingly, this leads to the main research question: Whether the defence of sovereign immunity doctrine should be fully available to a state in order to refuse the enforcement of arbitral awards, or should it be subject to limitations specified in the municipal sovereign immunity law of the country, in which the enforcement is sought? The major problem of investor-state arbitration is the extent to which the consent of a state to waive its immunity from enforcement and execution in both arbitration clauses and municipal sovereign immunity laws actually exists in any given case. The thesis argues that international investment law is a hybrid law displaying both private and public law characteristics. This can influence the development of rules concerning immunity from execution. Accordingly, the balancing of state obligations and investor rights under a proportionality analysis could be considered as an effective tool to promote the investment and to protect the interests for both investors and host countries towards a fair and impartial forum, where such immunity is in issue. Lastly, this attempt could not be effective without the development of international conventions and municipal laws on sovereign immunity in parallel to secure the execution of arbitral awards before a municipal court as well as to support the applicability of international conventions. Thus, this would limit the excessive or unjustified claims of sovereign immunity as a defense against the enforcement of arbitral awards in which state responsibility could not be avoided for a breach of investment treaty obligations towards private investors.

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The research presented here investigates State intervention in the marketplace in China, by way of certain laws and industrial policies, to assess how various aspects of these interventions have impacted on the development of privately-owned small and medium-sized enterprises (SMEs) in certain traditional State-controlled industries, namely the steel, gas station, and fixed-broadband sectors. This thesis demonstrates weaknesses in the legal framework of Chinese laws designed to promote competition and advance the interests of SMEs, and identifies reasons why this framework has failed, as well as providing recommendations for improvement. During China’s economic transition era, the State-market relationship has been tightly controlled by the Central Government. The Economic Charter, namely the Anti-Monopoly Law of China 2007, did not come into force until 2008. However, although dynamic enforcement of this Law commenced in 2014, it has so far failed to alter the parameters of the State-market relationship: industrial policy retains its traditional prominence and dominance in State intervention, and continues to protect the anti-competitive exercise of specific or exclusive rights by administrative agencies and State-owned enterprises (SOEs). Therefore, privately-owned SMEs often experience confrontations with SOEs. This tendency not only prejudices fair competition, but also harms the uneven-balance between different types of interest groups in the Chinese marketplace. Privately-owned SMEs and consumers suffer discrimination from the anti-competitive application of State industrial policies and the administrative actions of implementation agencies. Accordingly, the “public interest”, the reconciliation between the State’s interest, the interests of enterprises, and consumer welfare, has not been advanced under the 2007 Act. Hence, this thesis proposes key reforms which are necessary in order to establish, and bring about the operation of an effective legal framework for the promotion of the interests of Chinese privately-owned SMEs, in order to ensure their sound growth, and in order to bring about the realisation of the “public interest”: First, this work recommends measures designed to improve the enforcement of the Anti-Monopoly Law of China 2007, by proposing to restrain inappropriate administrative intervention, in order to restrict the State’s industrial policies and the abuse of administrative rights from adversely impacting on SME-generated growth and competition. Second, the work suggests increasing the alignment between the Anti-Monopoly Law of China 2007 and other elements, such as dministrative discretion and corporate social responsibility, in order to establish a fair competition environment for privately-owned SMEs in traditional State-controlled industries.

The international investments in the Middle East has increased the level of stock market activity, this being the case in Jordan as well. This situation has raised issues of public interest. Precisely to what extent are some investors engaging in "insider dealing" and thereby making profits not available to others? Considering the threat of insider dealing to market integrity and investor confidence, Jordan has, like law-makers and financial regulators the world over, brought this issue under the spotlight and imposed a prohibition on insider dealing. Nevertheless, this thesis argues that Jordan’s regime is neither effective nor enforced. During the last 17 years since the prohibition regime was enacted, no cases of insider dealing have been brought before the courts. The study therefore explores and evaluates the policy for prohibiting insider dealing and market manipulation in Jordan. In particular, it examines why the prohibition was first created, and why it was not subsequently enforced. To best approach this important question, the study adopts a comparative and analytic methodology, considering both the UK and the Jordanian prohibition regimes. It would not be possible to assess the Jordanian regime fairly and appropriately unless it was viewed externally and in a larger context through the use of a comparative method. This comparative approach focusses both on the clarity of the statutory prohibition (the legal rules) in the UK and Jordan, and on the effectiveness of the enforcement (the law in action). The outcomes of this study are in the form of, on the one hand, suggestions for developing and strengthening the Jordanian prohibition regime, and on the other hand, recommendations for more effective enforcement of the UK prohibition regime.

This thesis examines the doctrinal justification for the contingency of certain private law claims on tracing in English law. It argues that, contrary to the currently dominant model of tracing as an evidential process, aimed at resolving factual uncertainties, the tracing rules are best understood as normative in function. They strike a balance between preserving the autonomy of the defendant, while preventing her from exploiting the claimant's legally mandated vulnerability to the defendant's decisions to deprive him of rights. The rules distinguish among the different legal capacities of a person acquiring a right, and permit a stranger to the transaction to assert an entitlement to its product only in cases where the product is separable from the person of the defendant and where its acquisition involved the exercise of a legal power to deprive the claimant. On this basis, the thesis argues that claims contingent on tracing are better described as claims based on 'unauthorised substitution'. An unauthorised substitution occurs where A acquires a right in consideration for the valid exercise of a private legal power affecting B, in breach of a duty owed to B. Such an exercise of power can only take place in the context of a prior relationship of 'stewardship of assets', whereby A has a legal power to vary the legal rights of B with respect to some assignable right, owes B a duty in respect of the exercise of that power, and is able to validly exercise the legal power in breach of that duty. These relationships overlap with the categories of 'fiduciary duties' or 'property rights', but share additional and distinctive characteristics that justify the law's particular response to unauthorised substitution.

While much of the narrative of this thesis chips away at imperceptible changes in case law, this is ultimately a text as much about legal policy as about law. The author will assert that it is time for a tectonic shift in the manner in which insurance is considered under the law of England and Wales, and sets out the basis for this view. Chapter 1 is a brief general introduction. Chapter 2 sets out the background of the reform project against which this work has been undertaken and its ongoing reform of insurance contract law, underlining how the research has been undertaken in a context of moving goalposts. It further provides some stipulative definitions and initial consideration of the concepts of good faith and moral hazard. Chapter 3 sets out the law on fraudulent claims – a fairly basic endeavour it might be thought, but as will be seen the law has been far from clear to the point of requiring clarification by the legislator. Chapter 4 explores how the burden and in particular the standard of proof operate in cases of insurance fraud, and explores how the courts address these, and how they ought to address them. Chapter 5 breaks new ground in exploring and setting out the strategies employed by insurers in achieving punitive results against insurance fraudsters, in the face of the difficult legal position created by the law as outlined in the previous chapters. A final chapter teases out the consequences of the preceding chapters and offers conclusions. It will be concluded that the law is in need of recalibration not just along contractual lines and with greater principle in mind, but also along procedural lines with close consideration of the remedies available to the parties.

This thesis begins by describing the regulatory regimes of takeovers in the UK and US, and maps the litigation landscapes of both jurisdictions. In order to first map or describe the litigation landscapes, data was collected to reveal the extent of the UK’s propensity to litigate during takeovers. Although data ascertaining takeover litigation levels existed in the US no current study had yet established the levels in the UK. It is revealed that in the US 87 percent of takeovers are subject to litigation, whilst in the UK the figure is less than one percent. Current literature has not yet attempted to explain exactly why the US and UK differ so widely, considering their very similar market systems. The focus of this thesis is then to explain this difference and debunk some of the more obvious presumed explanations (i.e. “the US is just more aggressively litigious”) and identify some lesser known reasons. As the main instigators of US litigation are target shareholders alleging their directors have breached a fiduciary duty a number of explanations inevitably arise from this particular scenario. A simplistic uni-causal explanation is therefore rejected and instead this thesis offers four candidates for explaining the disparity. These are, firstly, that US shareholders benefit from more extensive “causes of action.” The second explanation encompasses the different “forms of action” that are available to shareholders in the UK and US to pursue these causes of action; in the US the class action is the favoured form whereas in the UK shareholders are limited to the derivative claim. The third explanation concerns the role played by the existence of the Code, and its administration by the Panel. It is argued that these UK institutions do much to suppress takeover litigation in general. The fourth and final explanation is the rather amorphous concept of “litigation culture.” Finally, the impacts of the diverging propensities to litigate on factors such as cost and speed on the takeover process are then evaluated.

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