The importance of a good awareness of the corporate governance system nowadays, as a mechanism that is helping towards achieving a successful and reformed business environment, is self-evident, especially in the light of the crises, recessions and corporate failures that the world is currently facing. However, the legal and regulatory frameworks of any country are important factors that contribute towards the success of the corporate governance system based on principles of justice, accountability and transparency, so that market participants can trust the market to establish effective contractual relations. Developing countries in this context are more likely to suffer from a lack of accountability and transparency, and are more vulnerable to having problems with the business environment; Saudi Arabia is no exception. The pursuit of improved corporate governance practices needs to be combined with improvements to legal, regulatory and enforcement tools, as well as institutional reform, in order to balance the interests of all parties involved in a company’s interests. Moreover, there are different levels of corporate governance frameworks, such as legal and regulatory, self-regulatory arrangements, and the history and tradition of the country which varies from one place to another. Therefore, corporate governance codes and regulations as a form of soft law could be used to complement the legislative and regulatory framework of corporate governance to provide more flexibility. However, not every successful aspect can be copied from one country to another country, as it may not work effectively due to the context varying according to the country's specific circumstances. Therefore, there is a very important need to review, reform, and adjust corporate governance framework provisions in order to ensure they are suitable and updated to meet the new surrounding circumstances, which will be reflected in the integrity of the market and the country’s economic performance. Likewise, there is a need to benefit from supranational organisations through international dialogue, such as with the OECD and the World Bank to learn from their experiences and benchmarks. There are different levels of legalisation and institutional frameworks that are related to corporate governance in the Saudi Arabian case, and the corporate governance code has been adopted from other jurisdiction after a series of arrangements to make it suitable and applicable in Saudi. Thus, the adoption of a new concept in a challenging and different legal and cultural environment needs to be examined. Starting with Sharia, the capacity to accept and absorb a new concept such as corporate governance, with the different structure of institutional and legal frameworks, could present a challenge; as well as society and culture also playing a crucial role in this context. This study aims to evaluate and critically analyse the current rules and regulations of frameworks of corporate governance in Saudi Arabia in order to create an attractive business environment. So, in this context, the UK corporate governance system has been used an example to draw lessons from and examine the ability of the Saudi legal system and its legal and regulatory frameworks to absorb and adapt to emerging concepts such as corporate governance as a Western concept. There is flexibility within Sharia and the Saudi legal system to adapt to modern concepts, which has been proven by the compatibility of corporate governance- to some extent- with international standards, such as OECD and UK regulations. Considering the local business environment of Saudi Arabia (even more so when adopting new regulations) will reduce the weaknesses and any negative side effects. Setting up committees in Saudi Arabia that specialise in corporate governance like the UK will contribute towards improvement in corporate governance practices. The importance of this research has become more apparent with the issuance of the new Saudi Companies Law in 2015, which will be enforced from May 2016. This Companies Law 2015 can be described as a new era in determining the functions and jurisdictions of the Ministry of Commerce and Industry, and the Capital Market Authority. Thus, this study could be the first attempt to examine the Saudi system of corporate governance with relation to Companies Law 2015.

Corporate governance has been the topic of intense research and policy debates over the past two decades. Clearly, the duties that directors owe to their company are a key component of corporate governance. These duties were introduced in an attempt to create a fair and balanced relationship between shareholders and directors. This balance is needed to regulate tensions between ownership and control of companies. Nonetheless, if directors’ duties are not enforced effectively then these obligations will probably have no real impact on corporate management. The key objective of the current thesis is to analyse and assess the enforcement actions under Saudi law that can be taken against directors in breach of their duties compare to their counterparts in UK. This is done in the hope of benefiting from other countries’ more advanced political, financial and legal institutions and avoiding any shortcomings identified in existing legal systems. The newly enacted Companies Law 2015 substantially reformed and modernised company law in the country, yet it has not made any significant inroads in regards to enforcing the duties of directors. It was found that the new legislation requires further amendment and revision. The study found that the text stipulating the duties of directors in Saudi law that directors' substantive responsibilities are observed, though certain aspects are clearly ignored or neglected. What is required henceforth is for directors under Saudi law to have a broader way of covering director actions and behaviour. Also, it was argued that if directors are in breach of their duty in Saudi Arabia then there is no effective legal course by which private actions can be initiated to punish or reprimand the wrongdoers. On the other hand, the author found that public enforcement actions are not only sufficient but more efficacious compared to private actions and enforcement. Therefore, this study proposes to a number of changes to existing Saudi Law and argues that the legal system in Saudi Arabia would benefit as a result.

This thesis provides a critical evaluation of the statutory framework for the co- ownership regulations in Turkish law and it acquaints the Turkish jurists with the existence of trust of land of English law. It is posited upon the argument that solutions to the problems observed in the administration and enjoyment of co-owned properties in Turkish law may be overcome by the introduction of a new institution, which is inspired by the trust mechanism of English law. This entails the existing Turkish regulation for the management of the co-owned properties outdated, unreasonably complex, and extremely artificial with some assumptions. After successfully establishing that the Turkish system is currently inadequate to provide an efficient system, this thesis provides the indications for a solution. Having been aware of the limitations of the Turkish legal system and the restricted possibility of the direct reception of trust, this thesis examines to what extent the current institutions in Turkish law would replace the functions of trust in the context of co- ownership. This examination results in searching for a new system as it is concluded that any of the trust-like devices in the current Turkish law could not effectively and comprehensively serve the purposes that English trust does. Therefore, this thesis suggests that a new mechanism, inspired by the English trust of land, would provide the required mechanisms for an efficient managerial system for co-owned properties. Rather than asserting to solely focus on a comprehensive new system, this thesis discusses the possible solutions and urges further research about the matter. Hence, the so-called alien system, trust of land, and its capability to provide an alternative but efficient and productive solution to the managerial problems of the co-owned properties, would be made familiar with the Turkish jurists.

This thesis will consider the role and definition of conscience and unconscionability in English equity. Whilst conscience is at the heart of equity, surprisingly little has been written, either academically or juridically, about how equity uses and defines unconscionability. It is this significant gap that the thesis seeks to fill. The thesis will ask and answer three questions. The first is how does equity conceptualise conscience? The thesis will demonstrate that equity adopts an objective conception of conscience, which is a modified version of the scholastic conception of conscience, which was used by the medieval Church. The second question is asking what the role of conscience in equity is. The thesis will demonstrate that the role of conscience is to provide an objective moral baseline by which to judge all parties. Conscience also has an important role to play in expanding, developing and adapting existing equitable principles to new circumstances. The third question is identifying the definition of unconscionability. This is done both by looking at some of the few existing academic writings on conscience as well as case studies on some of the major equitable claims, including breach of fiduciary duties and constructive trusts. The thesis offers a range of unconscionability indicia, which, taken together, outlines the meaning of unconscionability. The aim of the thesis is to provide greater clarity into how equity operates and how it uses its conscience. This will be of use to judges, lawyers, and academics (and indeed law students) and will address the critics of equity who posit that conscience is subjective, vague, and leads to arbitrary and capricious judgments. With this clear definition, it will be demonstrated that equity is not subjective, nor vague, nor arbitrary, but rather provides a clearly identified path to justice.

To what extent should insureds expect compensation on interruption to their voyage by loss of possession or free use or disposal of their property where it remains undamaged? Marine insurance does not compensate for partial losses occasioned by delay. Recent authority (Masefield v Amlin Corporate Member) confirmed an insured could not recover for an actual total loss following capture where pirates would accept ransom then release the property. Property was not an actual total loss even after condemnation by a foreign tribunal (Panamanian Oriental Steamship Corporation v Wright), although condemnation might establish constructive total loss. Where the voyage becomes impossible by detention or embargo, the insured’s right to abandon to insurers for constructive total loss may be unpredictable (eg after one year’s duration in The Bamburi). In each scenario, insurers are excused making prompt payments, and from dealing themselves with the consequences of the peril. In each the insured is either uncompensated, or at best must wait. These authorities document an evolution; historically, English and American laws allowed the insured to abandon and recover for a total loss while these perils lasted, ignoring ongoing hopes of recovery. This thesis argues that a presumption of total loss still applies to all perils causing loss of possession. This appeared first in Continental treatises and was later applied in English law. No universal test of total loss applies equally to all marine perils. Instead, situations of loss of possession should be governed by peril-specific rules, including the presumption of total loss for perils causing loss of possession.

This thesis studies legal forms for social enterprises in the UK and Thailand. The reason for the focus on these two countries is that the recent development of social enterprise in Thailand has been significantly influenced by the UK. I will show how a legal form specifically designed to suit the nature of social enterprise is important to its operation as well as the fostering of the social enterprise sector. Given this importance of such a legal form, and its unavailability in Thailand, a question arises: does the country need such a specially designed legal form? My argument in favour of its need runs as follows. Although the UK and Thailand rely on several legal forms, the Thai social enterprise sector, unlike its UK counterpart, still does not enjoy the benefits and advantages of a legal form like the Community Interest Company (CIC), which is devoted to the social enterprise by being purportedly designed specifically with its needs in mind. The Thai social enterprise sector’s reliance on the existing traditional legal structures has been found to suffer from serious limits: not only do these legal forms not facilitate the functioning of social enterprises, but the unavailability of a specialised legal structure becomes a disincentive to social entrepreneurship. A legal blueprint designed to suit the nature of social enterprise has thus been proposed to meet Thailand’s need. To establish its practical relevance, the blueprint has been used to evaluate the CIC and the legal forms adopted by social enterprises in Thailand. On the basis of the results of this evaluation it has been used as a model for the development of a specialised legal form for social enterprises in Thailand.

No description available.

This thesis is designed to study the participation of the civil society organisations (CSOs) in the law-making process in Vietnam with reference to the United Kingdom. Public participation is a factor that can contribute to the process of legal reform and renovate the law-making process in Vietnam. The study is motivated by three research questions: (1) Why the participation of CSOs in the law-making process is important and how this participation may enhance the quality and quantity of laws in Vietnam, (2) Why democracy plays a vital role in the law-making process and (3) What are the appropriate frameworks and supportive factors for CSOs to enable them to participate in the law-making process in Vietnam, with lessons learned from the UK?. Applying diverse research methods including literature review, fieldwork, policy transfer, and case studies, the research has achieved certain significant findings. The thesis has proposed the definition of CSO with its particular features, the concept of CSOs in Vietnam and the UK, analysed the values of legislation and the current context of law-making in two countries. The thesis also investigated the case studies to examine the actual impact of the CSOs in the law-making process before making the proposal for a mechanism to recognise and effectively encourage the participation of CSOs in the law-making process. Accordingly, the role of CSOs is confirmed throughout the whole law-making process, through various activities such as analysis, new evidence provision, lobbying, and petitions. The research also analysed the necessity and the role of the value of democracy in relation to other values of legislation in the law-making process. Social democracy was selected as the main model of democracy to adopt among several models of democracy worldwide. Several proposals were made as to conclude the research: the transparency in the legislative process should be enhanced, the use of information technology to support the activities of the legislator and facilitate the participation of CSOs in the legislative process should attract more attention and investment from the government. In addition, the communication channels between the legislators and CSOs should be improved so that the ‘trust’ can be strengthened. Most fundamental and most difficult, the political culture that encourages people and CSOs to criticise and contribute their opinions to political, legal and social issues need to be encouraged. Otherwise, the values of legislation and the participation of CSOs in the law-making process cannot be maximised or achieved.

No description available.

The thesis is split into two parts. The first part examines the principle of insurable interest in property insurance as a test which distinguishes insurance contracts from wagering. Throughout the study, the principle of insurable interest will be explored and analyzed under English and Canadian Laws as models of the common law, on the one hand, and Saudi Law which is based upon Islamic Law, i.e. Sharia, on the other. The second part deals with the Saudi conception of insurance contracts. Insurance contracts have been rejected by Sharia on the ground that they contain elements of Riba, (usury) Gharar, (uncertainty) and Maysir (gambling). Muslim scholars believe that where one of those elements is found in an insurance contract, it will be vitiated by virtue of Sharia principles. The principal object of this study is not only to make a critical study of the common law approach to insurable interest but to suggest a model of insurance that complies with the general principles of Sharia. The thesis consists of eight chapters. The first chapter provides a brief outline of the requirement of insurable interest under the common law models and Saudi law. It will outline the objectives, significance, methodology, scope and the structure of the thesis. The second chapter will be devoted to a historical examination of the contract of insurance together with the requirement of insurable interest. The third chapter will consider the nature of the requirement of insurable interest and the principle of indemnity. The fourth chapter will discuss the consequences of lack of insurable interest. The fifth chapter outlines the conception of contract in Saudi law and outlines the importance and the influence of Islamic law upon Saudi law. It also explores the elements of Riba, usury Maysir, gambling and Gharar, uncertainty. The sixth chapter will discuss the distinction between what Muslim scholars call 'commercial insurance', the original form of insurance that is understood by the common law and which is forbidden under Sharia, and 'co-operative insurance,' which, it will be argued is acceptable to Sharia. The seventh chapter will propose an alternative form of insurance that accommodates Sharia, i.e. 'solidary insurance.' The final chapter, eight, will evaluate the outcomes and will compare and contrast the contract of insurance in its original form, co-operative insurance and the suggested form of insurance, so-called 'solidary insurance.'