Abstract Private capital markets have blurred traditional lines in corporate finance, outflanking the company law ban on public offers of securities by private limited companies and the use of the public limited company (“Plc”) form as a hook for tailored requirements. With today’s policy focus being on improving access to capital for all companies, the company law ban on public offers has become a hindrance for companies that want to use innovative offer and trading platforms. The illogicality of using Plc form rather than trading status or company size for regulatory tailoring has also become more obvious. The multilayered nature of modern corporate publicness requires a different approach.
Established pharmaceutical innovation theory holds that companies and patents are essential for developing new treatments. Yet, it does not adequately explain numerous clinical trials conducted by hospitals and universities. This paper introduces a new, complementary theory that describes a parallel system of innovation, focused on new uses of already authorised drugs, particularly once generics are available. These trials are driven by incentives previously associated with "open science" and "user innovation" rather than by patents and cost 90 per cent less than commercial equivalents. This "hidden" research system could regularly provide society with affordable treatments.
This article examines the claim that experimental neuroscience is key to an improved understanding of actus reus. It focuses on the assumptions made by neuroscientists about the nature of actus reus and their principal conclusion that the voluntary act component thereof is essentially an endogenous process originating in the brain. The article contends that neuroscientists have misconstrued what lawyers and judges mean by actus reus such that their experimental findings on the subject are irremediably flawed.
What it means for a provision to be "incompatible" with Convention rights is crucial in determining whether courts with the power to do so ought to make a declaration of incompatibility under section 4 of the Human Rights Act 1998 ("HRA"). A clear understanding of incompatibility is also necessary for the proper operation of statements of compatibility under section 19 HRA. It is crucial for the devolved legislatures whose incompatible legislation is "not law". And delegated legislation can be struck down, or declared incompatible, by a court for the same reason. Yet the test for determining incompatibility remains unclear and understudied. The lack of clarity threatens both rights protection and dialogue between the different branches, and layers, of the state. This article argues that the test currently favoured sets the bar inappropriately high and that the test must more clearly consider both the potential extent, and the likelihood, of the breach.
This article examines how the devolved legislatures of Scotland, Wales and Northern Ireland have developed distinct institutional, normative and conflict-based constitutional identities that position them as constitutional actors within the UK's territorial order. Moving beyond analyses focused solely on competence allocation and the Sewel Convention, it argues that devolved identity is articulated through institutional design, claims to democratic legitimacy and episodes of contestation with Westminster. Disputes arising from Brexit, the UK Internal Market Act 2020, rights-based legislation and the Northern Ireland Protocol reveal how devolved institutions frame authority in terms of popular sovereignty, civic nationhood, consent and parity of esteem. While parliamentary sovereignty remains legally intact, these developments expose a widening gap between doctrinal hierarchy and constitutional practice. The article contends that the UK now operates as a differentiated constitutional system in which authority is legally centralised yet politically dispersed across multiple constitutional sites.
This article considers the adequacy of the tests for identifying delegated legislation and highlights limitations in these tests relating to instruments made under ambiguous powers. This article, accordingly, proposes a new two-stage test for identifying delegated legislation. The long-standing source-based test should be expanded to become a "source-and-form" test as the primary or first-stage test. However, where this fails to identify the nature of the instrument because the powers granted in the enabling Act are ambiguous, this article proposes a new second-stage test: the "legislative-character" test. This article then applies the new test to three types of instruments of an ambiguous nature, revealing that they should be understood as examples of what this article identifies as a new category of "innominate" delegated legislation.
Government guidance published during the COVID-19 pandemic implied that employers owe a duty to protect their employees from the risk of infectious disease in the workplace. That employers owe a duty in respect of occupational disease - including occupational infectious disease - is well established. However, there is no authority to support the proposition that the employer's duty extends to include infectious diseases in general circulation in the community (e.g. COVID-19, flu, measles). The Government's guidance was therefore based on a misunderstanding of employers' liability. This article argues that infectious diseases in general circulation are, and should remain, beyond the scope of the employer's duty in English law.
Recent academic debate has questioned whether equitable interests should continue to be classified as proprietary, proposing instead analyses based on "rights against rights", "modified" proprietary rights or the erosion of the proprietary/personal divide. This article, based on the text of the XXIV Old Buildings Lecture 2025, argues that these alternative frameworks, while illuminating, do not displace the enduring value of the traditional proprietary analysis. It shows that equity has long functioned as the principal means by which the law recognises ownership beyond traditional common-law categories. The proprietary characterisation of equitable interests accords with established principle, is often the simplest workable solution to the problem in hand, and corresponds to the ordinary understanding of ownership.
Cryptoassets, while viewed by many as a significant innovation in the banking and investment industry, present exigent risks to investors, markets and possibly the financial system itself. Can these risks be managed appropriately using securities regulation? This article argues that securities regulation is appropriate to regulate a popular kind of cryptoasset, utility tokens, given the similarities between utility token risks and those found in traditional securities markets. This analysis begins to point to a consistent global regulatory response to cryptoasset regulation and has implications for future cryptoassets and financial innovation more generally.
In recent debates about the proper approach towards the interpretation of contract terms insufficient attention has been paid to the history of the subject. A close examination of that history shows that there are strong traces of both textual and contextual approaches. The balance between them is not however constant. Opposing factors have pulled in different directions at various times. It is not true to say that before modern times judges were necessarily wedded to the text of contracts. In fact, there is a very prominent seam of contextualism.
The Local Government Pension Scheme ("LGPS") is typically administered by local authorities. Somewhat incongruously with its localised nature, or even recent pooling measures, there are attempts by those campaigning for boycott, divestment and sanctions ("BDS") against the State of Israel to extend the reach of the town hall into the geopolitical arena. The decision in R. (on the Application of Palestine Solidarity Campaign Ltd.) v Secretary of State for Housing, Communities and Local Government [2020] UKSC 16 is seen by those BDS activists as providing a self-contained roadmap for LGPS divestments and boycotts. They are mistaken. This article considers the questions that remain to be addressed and the need for local government lawyers to look beyond local government law to the rules of equity. When the principles and rules of equity are violated in adopting divestment or exclusion policies, a court of equity will not hesitate to intervene. This is not equity's incursion into the local government arena. For insofar as the conduct of administering authorities as fiduciaries, or quasi-trustees, is concerned, it was always there.
It has long since been accepted that where a defendant induces a primary wrongdoer to commit a tort against a claimant, the procurer may be held liable for the losses and harm thereby caused. Typically, the existence of such liability has been asserted rather than rigorously demonstrated both by judges and jurists. And while some detailed scholarly engagement with this form of liability has been proffered, the explanations on offer have tended to rely less on established principles of law, than on certain theoretical pre-commitments held by the authors in question. The Supreme Court's decision in Lifestyle Equities v Ahmed has injected some much-needed clarity into this conspicuously underexplored area of law. Yet even now, as this article seeks to show, there is much that remains uncertain concerning the nature and scope of such liability. It therefore seeks to shed light on those matters.
This article argues that the changes to the tort of private nuisance introduced by the Supreme Court in Fearn v Tate Gallery [2023] UKSC 4 necessitate reconsideration of three areas of uncertainty created by its earlier decision in Coventry v Lawrence [2014] UKSC 13: the principles governing the assessment of locality, the status and content of "coming to the nuisance", and the exercise of remedial discretion. The decision in Fearn v Tate Gallery significantly increases the importance of these unresolved issues to the workability of the tort, thus intensifying the need for clarification. This article concludes by proposing Fearn-compliant paths towards their resolution.
Poor public understanding of artificial intelligence (AI) systems has become a matter of acute concern. Even when lacking expert technical knowledge, there are good democratic, economic and other societal reasons for ensuring that the public right to know operates effectively in the AI era. Yet, the trade-secret claims of AI providers and deployers are widely seen as a potential barrier to information disclosure rights and duties, which has provoked calls for areas of significant public interest to be carved out from the protections of trade-secrets law. Such transparency carve-outs are, however, likely to lead to uncertainty, over-inclusion and ineffectiveness. In this article, we argue that the dynamic, public-driven character of the right to know can be better secured through third-party participation and public-interest stewardship innovations in AI transparency.
