Legal Studies Research Paper Series Vol. 14, No. 5

The Faculty has distributed Volume 14 Number 5 of the University of Cambridge Faculty of Law Legal Studies Research Paper Series on SSRN.

This issue includes the following articles:

Brian R. Cheffins: The Past, Present and Future of Corporate Purpose (15/2023)

Corporate purpose is currently hotly debated amidst much speculation that American public companies are forsaking shareholder centrality in favor of a wider set of priorities. Despite this speculation, systematic analysis of the future of corporate purpose is lacking. This paper correspondingly offers predictions on the trajectory of corporate purpose, drawing on past developments and present trends in so doing. A key reference point is a potential cyclical pattern, which implies public company executives will soon be prioritizing corporate “stakeholders” collectively rather than focusing primarily on shareholders. The history of corporate purpose can indeed be characterized quite plausibly in cyclical terms, with the most recent shareholder-friendly swing of the pendulum occurring in the 1980s due to a wave of hostile takeovers. The future, however, looks different. The 1980s takeover wave probably was a “critical juncture” that altered corporate purpose in a shareholder-oriented manner that is unlikely to change for the foreseeable future.

David Erdos: The Brexit Isles’ Alter Ego? Revisiting Ireland’s Exit from the Commonwealth 1948-49 in light of the UK’s Exit from the EU 2016-20 (17/2023)

This paper reexplores the discussions and outcome surrounding Ireland’s Commonwealth exit in 1948-49 in light of the those which surrounded the UK-EU negotiations vis-à-vis Brexit. In each case it may be argued that a reluctant Member hastily committed to an exit which critics argued put a range of links, especially as regards trade and citizenship, at risk. Nevertheless, Ireland was more akin to a semi-detached Associate as opposed to a full Commonwealth Member at the time of its final exit in the late 1940s and had thereby already taken a number of steps to protect its position. Compared to Brexit, Ireland’s Commonwealth exit was also more concerned with symbolism as opposed to practical change. These factors, as well as decentralisation in the Commonwealth itself and significant support for Ireland from Commonwealth Members with large Irish diaspora populations, limited the trade-offs associated with exit in the Irish case. Nevertheless, similarly to Brexit, the remaining Members were keen safeguard their existing legal obligations, ensure the continuing cohesion of the group and protect their own interests. Costs to the departing Member remained evident. In the case of Ireland, this was apparent in terms of a tightening of links between Northern Ireland and Great Britain, a requirement to commit to more secure and broader reciprocal migration ties and exclusion from full participation in the institutions which shaped the Sterling and Commonwealth Preference Areas which it continued to be a part. Whilst far from a doppleganger, Ireland’s exit can, at least at the time of secession itself, usefully be seen as the Brexit Isles’ alter ego.

Bobby V. Reddy: The UK and Dual-Class Stock-Lite – Is It Really Even Better Than the Real Thing? (18/2023)

In December 2021, the Financial Conduct Authority (FCA) revised the Listing Rules applicable to companies listed on the London Stock Exchange’s (LSE) Main Market to permit the premium tier listing of companies with specified weighted voting rights shares structures. The revision, broadly based upon the concept of “dual-class stock”, was premised on a desire to attract innovative, high-growth firms to the LSE. Founders would now be able to list their firms, sell equity and issue further shares for growth without fully relinquishing voting control. However, the FCA was clearly also concerned that an unconstrained dissociation between voting and cash flow rights could incentivize pernicious behavior on the part of founders. Accordingly, specified weighted voting rights structure embodies various conditions that restrain a founder’s ability to access the full gamut of advantages that dual-class stock can offer. As a result, specified weighted voting rights shares is more dual-class stock-lite rather than a fully-fledged premium tier move toward multiple voting rights share structures. Less than two years later, the FCA appears prepared to revisit its approach to dual-class stock. Did the FCA get it wrong with dual-class stock-lite? In this article, each of the conditions attached to the use of specified weighted voting rights shares is scrutinized in the context of whether they appropriately balance the desire of founders for flexibility with public shareholder protection. If the intention was to encourage visionary founders to list their high-growth firms on the LSE, it is understandable that the FCA apparently now has buyer’s remorse.

Catherine Barnard & Fiona Costello: (Facilitated) Conversations from the frontline: qualitative multilingual research with EU Migrant Workers (19/2023)

In this chapter we explore the use of qualitative methodologies in researching groups sometimes referred to as ‘hard to reach’, especially those who have limited /no English language skills. We reflect on the use of qualitative research methods to enrich our understanding about everyday life and (work) experiences. In particular, we focus on EU migrant workers who exercised their EU free movement right to move to the UK (pre-Brexit). This focus is on those who came to Great Yarmouth (Norfolk) to find work- in the ‘3Ps’ sectors: picking, packing, and plucking. They work in the local farms and factories specifically fruit/vegetable farms (picking) and meat (packing), particularly poultry (plucking)) factories. We propose that (particularly) in the context of labour law, engagement with qualitative research methodologies can create a deeper understanding and insight into (EU) migrant worker experiences on the factory line that might not otherwise be accessible. In this chapter we also outline our academic research collaboration with a local charity, GYROS, that supports (low paid) migrant workers in the East of England and which facilitated our access to ‘hard to reach’ communities. Our chapter reflects on the benefits, challenges and limitations of undertaking qualitative research with the support of a multilingual charity to gain access into some of the most marginalised people working in the UK.

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