Legal Studies Research Paper Series Vol. 17, No. 1

The Faculty has distributed Volume 17 Number 1 of the University of Cambridge Faculty of Law Legal Studies Research Paper Series on SSRN.

This issue includes the following articles:

Jared A. Ellias & Narine Lalafaryan: The Global Law of Debt (21/2025)

Corporate debt financing and the restructuring of large corporations are now governed by what this Article calls the “global law of debt,” a transnational system shaped more by law firms, investment banks, and investors in New York and London than by national laws or court decisions. Large companies can now optimize governing law on a transaction-by-transaction basis, for example by borrowing in New York and then restructuring that debt in the United Kingdom, or by borrowing in London through English-law governed contracts with New York-law interpretation for select provisions. This Article provides the first account of this development, tracing its origins to the 1960s, when New York and London debt professionals expanded into each other’s markets, creating an entangled system that fostered mutual learning and competition. In 1978, Congress enacted a new bankruptcy law that gave American lawyers and investors corporate restructuring expertise that they later exported abroad. In the post-pandemic era, London emerged as a global restructuring hub rivaling the United States. These developments have produced a robust global debt market, but they have also unsettled long-standing assumptions about the rights of creditors as Chapter 11’s primacy fades and controversial American innovations that erode creditor protections proliferate globally.

Brian R. Cheffins & Bobby V. Reddy: The Stewardship Code and Shareholder Engagement: The End of the Road (23/2025)

Since the Financial Reporting Council (FRC) issued the initial version of the Stewardship Code in 2010, fostering shareholder engagement in publicly traded companies has been a core Code element. When the FRC promulgated the 2020 Stewardship Code the FRC responded to evidence that prior versions had fallen short on the shareholder activism front by emphasising disclosure of engagement outcomes by Code signatories. This paper indicates that the 2026 Stewardship Code reverts to the ineffective pre-2020 approach, explains why the change occurred and argues that this is the end of the road with respect to shareholder engagement and the Stewardship Code.

Gabriela Lenarczyk, Timo Minssen & Mateo Aboy: The nature, scope and validity of patent pledges (24/2025)

The High Court of Justice in England and Wales handed down a landmark judgment in a dispute regarding the interpretation of a patent pledge made by Moderna in relation to its COVID-19 vaccine patents. The court held that Moderna’s pledge provided revokable, simple consent to what would otherwise be infringing acts under section 60 of the Patents Act, rather than constituting a unilateral contract or a federal law waiver.

David Erdos: Post-GDPR Regulatory Enforcement of UK Data Protection: Reality, Scrutiny, Oversight and Future (1/2026)

The General Data Protection Regulation and associated legal reforms in 2018 promised strong regulatory enforcement secured primarily through comprehensive and dissuasive fines. Although this law has largely continued post-Brexit, UK regulatory realities are starkly - and generally increasingly – different. Despite receiving a yearly average of nearly 40,000 complaints alleging data protection infringement, the Information Commissioner’s Office (ICO) issued an average of just 6.6 fines each year from 2018/19 to 2024/25. In 2024/25 itself this figure was just 2 and totalled a mere £3.8m. There were also zero enforcement notice actions in 2024/25 and, on average, only 1.7 such actions since 2018/19 which highlights a lack of robust appropriate measures compensating for limited fines. Effective scrutiny of individual ICO decisions has not been secured through the Tribunal, the Ombudsman or the High Court. The ICO’s parliamentary oversight committee has, in general, also failed to ensure systematic holistic accountability and the Equality and Human Rights Commission has entirely avoided addressing enforcement issues. Notably by placing the ICO under a range of new duties which sit in tension with data protection, the Data (Use and Access) Act may exacerbate current realities. Nevertheless, following revelation of the 2022 Afghan data breach and the absence of ICO investigation, the Science, Innovation and Technology Committee has committed to securing enhanced accountability. The Ombudsman has also indicated that the ICO must respond to complaints with, at least, a probabilistic assessment of compliance. Finally, UK case law has affirmed that the Tribunal must objectively and independently ensure the appropriateness of ICO investigations of complaints and, in relation to judicial review, persuasive Court of Justice case law has enunciated a far-reaching lawfulness obligation of supervisory authorities to respond to infringements through use of formal corrective powers other than in truly exceptional and enumerated situations.

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