Redressing Risk Oversight Failure in UK and US Listed Companies: Lessons from the RBS and Citigroup Litigation

In the decade since the onset of the 2007–2008 financial crisis, there have been numerous calls for the directors of failed or rescued banks to be held liable for the significant losses that these collapses inflicted on investors and the general public. In the UK, the high-profile RBS Rights Issue Litigation has come to represent something of a fulcrum of domestic concerns in this regard. Notwithstanding their mixed results, securities law actions alleging disclosure failure have been a fairly popular avenue of attempted redress for investors who were burned in the crisis, as exemplified most pertinently by the successful US litigation emanating from the implosion of Citigroup in 2008. By contrast, directors’ duties actions premised on alleged risk oversight failure in collapsed banks have enjoyed only limited success in the United States, and no real success whatsoever in the UK. This is a remarkable fact, given that the director’s corporate law duty of care would prima facie seem the most direct and overt means of redressing investor losses in such instances. The implication is that in UK (as in US) listed companies today, the duty of care is being progressively usurped in this regard by alternative securities law mechanisms, rendering corporate law increasingly redundant as a meaningful lever of director accountability

The gig economy: a hypothetical contract analysis

Gig work and other flexible labour practices have been subject to unprecedented levels of attention recently. While this topic has attracted significant interest from employment lawyers, it remains relatively underexplored from other pertinent legal and inter-disciplinary angles. This paper will adopt an alternative perspective on flexible work inspired by Coase's theory of the firm. Focusing on the implications of flexible work for the relative allocation of control, risk and reward within the firm, it will highlight how both task-oriented (gig) and on-demand (casual) work practices typically entail workers assuming most of the positional disadvantages associated with orthodox employment and self-employment, while enjoying none or few of the corresponding advantages. Using a hypothetical contract analysis, it will highlight the structural similarity between flexible work and unsecured financial investments in business firms by reference to key strands of institutional economics and law and finance literature. On this basis, it will enquire as to optimal forms of compensation that rational flexible workers can (counter-factually) be regarded as bargaining for in the absence of impediments to efficient contracting, and as the price for trading off their traditional employment guarantees

A Necessary Social Evil: The Indispensability of the Shareholder Value Corporation

This symposium article critically evaluates the developing Post-Shareholder-Value (PSV) paradigm in corporate governance scholarship and practice with particular reference to Professor Colin Mayer’s influential theory of the corporation as a unique, long-term “commitment device.” The article’s positive claim is that, while evolving PSV institutional mechanisms such as benefit corporations and dual-class share structures are generally encouraging from a social perspective, there is cause for skepticism about their capacity to become anything more than a niche or peripheral feature of the U.S. public corporations landscape. This is because such measures, despite their apparent reformist potential, are still ultimately quasi-contractual and thus essentially voluntary in nature, meaning that they are unlikely to be adopted in a public corporations context except in extraordinary instances. This Article’s normative claim is that, while in many respects the orthodox shareholder-oriented corporate governance framework may be a social evil, it is nonetheless a necessary evil, which U.S. worker–savers implicitly tolerate as the effective social price for sustaining a system of nonoccupational income provision outside of direct state control. Accordingly, pending fundamental reform of the broader social-institutional context to the shareholder-oriented corporation, the key features of the evolving PSV governance model should remain quasi-contractual as opposed to being placed on any sort of mandatory regulatory footing.Leverhulme Trus

Redressing Risk Oversight Failure in UK and US Listed Companies: Lessons from the RBS and Citigroup Litigation

In the decade since the onset of the 2007-08 financial crisis, there have been numerous calls for the directors of failed or rescued banks to be held liable for the significant losses that these collapses inflicted on investors and the general public. In the UK, the high-profile RBS Rights Issue Litigation has come to represent something of a fulcrum of domestic concerns in this regard. Notwithstanding their mixed results, securities law actions alleging disclosure failure have been a fairly popular avenue of attempted redress for investors who were burned in the crisis, as exemplified most pertinently by the successful US litigation emanating from the implosion of Citigroup in 2008. By contrast, directors’ duties actions premised on alleged risk oversight failure in collapsed banks have enjoyed only limited success in the United States, and no real success whatsoever in the UK. This is a remarkable fact, given that the director’s corporate law duty of care would prima facie seem the most direct and overt means of redressing investor losses in such instances. The implication is that in UK (as in US) listed companies today, the duty of care is being progressively usurped in this regard by alternative securities law mechanisms, rendering corporate law increasingly redundant as a meaningful lever of director accountability.I am grateful to the Leverhulme Trust for funding the time involved in the researching and writing of this article, and also to Cambridge 3CL and Jonathan Lau for research assistance. My work on this project was further supported by receipt of a Ross Parsons Visitorship from Sydney Law School in March 2016, which I am likewise grateful for

Appreciating interconnectivity between habitats is key to Blue Carbon management

We welcome the recent synthesis by Howard et al. (2017), which drew attention to the role of marine systems and natural carbon sequestration in the oceans as a fundamental aspect of climate-change mitigation. The importance of long-term carbon storage in marine habitats (ie “blue carbon”) is rapidly gaining recognition and is increasingly a focus of national and international attempts to mitigate rising atmospheric emissions of carbon dioxide. However, effectively managing blue carbon requires an appreciation of the inherent connectivity between marine populations and habitats. More so than their terrestrial counterparts, marine ecosystems are “open”, with high rates of transfer of energy, matter, genetic material, and species across regional seascapes (Kinlan and Gaines 2003). We suggest that policy frameworks, and the science underpinning them, should focus not only on carbon sink habitats but also on carbon source habitats, which play critical roles in marine carbon cycling and natural carbon sequestration in the oceans

Mechanistic simulations of kelp populations in a dynamic landscape of light, temperature, and winter storms

\ua9 2023 The Author(s). Kelp forests are widely distributed across the coastal ocean, support high levels of biodiversity and primary productivity, and underpin a range of ecosystem services. Laminaria hyperborea is a forest-forming kelp species in the Northeast Atlantic that alters the local environment, providing biogenic structure for a diversity of associated organisms. Populations are strongly affected by light availability, temperature, and storm-related disturbance. We constructed a stage-based, two-season model of L. hyperborea populations along the coast of Great Britain and Ireland to predict biomass across a range of depths, drawing on extensive surveys and data from the literature. Population dynamics were driven by wave exposure, historic winter storm intensity, and simulated interannual variation in temperature and depth-attenuated light intensity, with density-dependent competition for light and space. High biomass was predicted in shallow depths across the domain on suitable substrate, with populations extending deeper in the north and west where light penetration was greater. Detritus production was heavily skewed across years, particularly at greater depths, with 10 % of years comprising more than 50 % of detritus on average below 10 m depth. Annual fluctuations in light and storm intensity produced opposing population oscillations with a ∼6-year period persisting for up to a decade but diminishing sharply with depth. Interannual variation in temperature had minimal impact. Biomass was most sensitive to survival and settlement rates, with negligible sensitivity to individual growth rates. This model highlights the need for an improved understanding of canopy and subcanopy mortality, particularly regarding increasingly frequent heatwaves. Estimations of kelp forest contributions to carbon sequestration should consider the high variability among years or risk underestimating the potential value of kelp forests. Process-based simulations of populations with realistic spatiotemporal environmental variability are a valuable approach to forecasting biotic responses to an increasingly extreme climate

Target product profiles for protecting against outdoor malaria transmission.

BACKGROUND\ud \ud Long-lasting insecticidal nets (LLINs) and indoor residual sprays (IRS) have decimated malaria transmission by killing indoor-feeding mosquitoes. However, complete elimination of malaria transmission with these proven methods is confounded by vectors that evade pesticide contact by feeding outdoors.\ud \ud METHODS\ud \ud For any assumed level of indoor coverage and personal protective efficacy with insecticidal products, process-explicit malaria transmission models suggest that insecticides that repel mosquitoes will achieve less impact upon transmission than those that kill them outright. Here such models are extended to explore how outdoor use of products containing either contact toxins or spatial repellents might augment or attenuate impact of high indoor coverage of LLINs relying primarily upon contact toxicity.\ud \ud RESULTS\ud \ud LLIN impact could be dramatically enhanced by high coverage with spatial repellents conferring near-complete personal protection, but only if combined indoor use of both measures can be avoided where vectors persist that prefer feeding indoors upon humans. While very high levels of coverage and efficacy will be required for spatial repellents to substantially augment the impact of LLINs or IRS, these ambitious targets may well be at least as practically achievable as the lower requirements for equivalent impact using contact insecticides.\ud \ud CONCLUSIONS\ud \ud Vapour-phase repellents may be more acceptable, practical and effective than contact insecticides for preventing outdoor malaria transmission because they need not be applied to skin or clothing and may protect multiple occupants of spaces outside of treatable structures such as nets or houses

The Influence of Physiological Status on age Prediction of Anopheles Arabiensis Using Near Infra-red spectroscopy

Determining the age of malaria vectors is essential for evaluating the impact of interventions that reduce the survival of wild mosquito populations and for estimating changes in vectorial capacity. Near infra-red spectroscopy (NIRS) is a simple and non-destructive method that has been used to determine the age and species of Anopheles gambiae s.l. by analyzing differences in absorption spectra. The spectra are affected by biochemical changes that occur during the life of a mosquito and could be influenced by senescence and also the life history of the mosquito, i.e., mating, blood feeding and egg-laying events. To better understand these changes, we evaluated the influence of mosquito physiological status on NIR energy absorption spectra. Mosquitoes were kept in individual cups to permit record keeping of each individual insect’s life history. Mosquitoes of the same chronological age, but at different physiological stages, were scanned and compared using cross-validations. We observed a slight trend within some physiological stages that suggest older insects tend to be predicted as being physiologically more mature. It was advantageous to include mosquitoes of different chronological ages and physiological stages in calibrations, as it increases the robustness of the model resulting in better age predictions. Progression through different physiological statuses of An. arabiensis influences the chronological age prediction by the NIRS. Entomologists that wish to use NIR technology to predict the age of field-caught An. gambiae s.l from their study area should use a calibration developed from their field strain using mosquitoes of diverse chronological ages and physiological stages to increase the robustness and accuracy of the predictions.\u

Mechanistic simulations of kelp populations in a dynamic landscape of light, temperature, and winter storms

Kelp forests are widely distributed across the coastal ocean, support high levels of biodiversity and primary productivity, and underpin a range of ecosystem services. Laminaria hyperborea is a forest-forming kelp species in the Northeast Atlantic that alters the local environment, providing biogenic structure for a diversity of associated organisms. Populations are strongly affected by light availability, temperature, and storm-related disturbance. We constructed a stage-based, two-season model of L. hyperborea populations along the coast of Great Britain and Ireland to predict biomass across a range of depths, drawing on extensive surveys and data from the literature. Population dynamics were driven by wave exposure, historic winter storm intensity, and simulated interannual variation in temperature and depth-attenuated light intensity, with density-dependent competition for light and space. High biomass was predicted in shallow depths across the domain on suitable substrate, with populations extending deeper in the north and west where light penetration was greater. Detritus production was heavily skewed across years, particularly at greater depths, with 10 % of years comprising more than 50 % of detritus on average below 10 m depth. Annual fluctuations in light and storm intensity produced opposing population oscillations with a ∼6-year period persisting for up to a decade but diminishing sharply with depth. Interannual variation in temperature had minimal impact. Biomass was most sensitive to survival and settlement rates, with negligible sensitivity to individual growth rates. This model highlights the need for an improved understanding of canopy and subcanopy mortality, particularly regarding increasingly frequent heatwaves. Estimations of kelp forest contributions to carbon sequestration should consider the high variability among years or risk underestimating the potential value of kelp forests. Process-based simulations of populations with realistic spatiotemporal environmental variability are a valuable approach to forecasting biotic responses to an increasingly extreme climat

An exploratory cluster randomised trial of a university halls of residence based social norms marketing campaign to reduce alcohol consumption among 1st year students

<p>Aims: This exploratory trial examines the feasibility of implementing a social norms marketing campaign to reduce student drinking in universities in Wales, and evaluating it using cluster randomised trial methodology.</p> <p>Methods: Fifty residence halls in 4 universities in Wales were randomly assigned to intervention or control arms. Web and paper surveys were distributed to students within these halls (n = 3800), assessing exposure/contamination, recall of and evaluative responses to intervention messages, perceived drinking norms and personal drinking behaviour. Measures included the Drinking Norms Rating Form, the Daily Drinking Questionnaire and AUDIT-C.</p> <p>Results: A response rate of 15% (n = 554) was achieved, varying substantially between sites. Intervention posters were seen by 80% and 43% of students in intervention and control halls respectively, with most remaining materials seen by a minority in both groups. Intervention messages were rated as credible and relevant by little more than half of students, though fewer felt they would influence their behaviour, with lighter drinkers more likely to perceive messages as credible. No differences in perceived norms were observed between intervention and control groups. Students reporting having seen intervention materials reported lower descriptive and injunctive norms than those who did not.</p> <p>Conclusions: Attention is needed to enhancing exposure, credibility and perceived relevance of intervention messages, particularly among heavier drinkers, before definitive evaluation can be recommended. A definitive evaluation would need to consider how it would achieve sufficient response rates, whilst hall-level cluster randomisation appears subject to a significant degree of contamination.</p&gt