Professor Jennifer Payne

Tutor in Law, Professor of Corporate Finance Law

Jennifer Payne is the Linklaters Professor of Corporate Finance Law and a fellow and tutor at Merton College, Oxford. She writes widely in the fields of company law, corporate finance law, financial regulation and corporate insolvency. Her recent publications include Principles of Financial Regulation (OUP, 2016) (with John Armour, Dan Awrey, Paul Davies, Luca Enriques, Jeff Gordon and Colin Mayer); The Oxford Handbook of Financial Regulation (OUP, 2015, with Niamh Moloney and Eilis Ferran); Corporate Finance Law: Principles and Policy (Hart Publishing, 2011, 2nd edition 2015, 3rd edn 2019, forthcoming, with Louise Gullifer); and Schemes of Arrangement: Theory, Structure and Operation (CUP, 2014). She is a contributor to Palmer's Company Law, a founder editor of the Journal of Corporate Law Studies and a founder editor of the Oxford Business Law Blog. She has been a Visiting Professor at a number of leading institutions internationally, including Melbourne Law School, the National University of Singapore and the University of Auckland. She was elected to membership of the International Insolvency Institute in 2016. Jennifer was a member of the European Security and Markets Authority (ESMA)’s Securities and Markets Stakeholders Group 2016-18. She was also a member of the Consultative Working Group of ESMA's Corporate Finance Standing Committee in 2015-17. 

Teaching

Jennifer teaches Company Law and Trusts at undergraduate level and a number of corporate options on the BCL/MJur/MLF course, principally Corporate Finance law, Principles of Financial Regulation and Corporate Insolvency law. She also supervises doctoral students in the area of company law, corporate finance law and financial regulation.

Publications

Books

Corporate Finance Law: Principles and Policy, 3rd edition (with Louise Gullifer) (Hart Publishing, 2019, forthcoming) (2nd edn, 2015, 1st edn, 2011);

Intermediation and Beyond (Hart Publishing, 2019) (ed, with Louise Gullifer)

Principles of Financial Regulation (with John Armour, Dan Awrey, Paul Davies, Luca Enriques, Jeff Gordon and Colin Mayer) (OUP, 2016)

The Oxford Handbook of Financial Regulation (OUP, 2015) (ed, with Niamh Moloney and Eilis Ferran)

Schemes of Arrangement: Theory, Structure and Operation (Cambridge University Press, 2014)

Intermediated Securities: Legal Problems and Practical Issues (Hart Publishing, 2010) (edited book with Louise Gullifer)

Rationality in Company Law: Essays in Honour of DD Prentice (Hart Publishing, 2009) (ed, with John Armour)

Company Charges: Spectrum and Beyond (OUP, 2006) (ed, with Joshua Getzler)

Palmer’s Company Law Annotated Guide to the Companies Act 2006 (Sweet & Maxwell, gen ed G Morse) (1st ed, 2007, 2nd ed, 2009)

Takeovers in English and German Law (Hart Publishing, 2002).

Articles and book chapters

“Disclosure of inside information" in R Veil and V Tountopoulos (eds) The Transparency of Stock Corporations in Europe (forthcoming, 2019)

“Intermediation and bondholder schemes of arrangement” in Gullifer and Payne (eds) Intermediation and Beyond (Hart Publishing, 2019)

“Financial sanctions for breach of shareholders’ duties” in H Birkmose and K Sergakis (eds) Enforcement of Shareholders’ Duties (Edward Elgar publishing, 2019) (with E Howell)

Debt restructuring in the UK” (2018) European Company and Financial Law Review 449-471

The Role of the Court in Debt Restructuring” (2018) Cambridge Law Journal 124-150

“Tripping the Light Fantastic: A comparative analysis of the European Commission’s proposals for new and interim financing of insolvent businesses” (with Janis Sarra) (2018) International Insolvency Review 178-222

“Institutional design for the EU Economic and Monetary Union: Financial Supervision and Financial Stability” in F Amtenbrink and C Herrmann (eds), The Oxford Handbook on the EU Law of Economic and Monetary Union (OUP, 2019, forthcoming)

“Contractual Aspects of Shareholders’ Duties” in Hanne Sondergaard Birkmose (ed), Shareholders’ Duties (Kluwer Law International, 2017)

“The creation of a European capital market” in P Koutrakos and J Snell (eds) Research Handbook on the Law of the EU’s Internal Market (2017, Edward Elgar publishing) (with Elizabeth Howell)

“UK Debt Restructuring Mechanisms: New Developments in Practice and Potential Law Reform” in J Sarra (ed) Annual Review of Insolvency Law 2015 (Carswell, 2016)

“The Role of Gatekeepers” in N Moloney, E Ferran and J Payne (eds) The Oxford Handbook of Financial Regulation (2015, OUP)

“The reform of deposit guarantee schemes in Europe” (2015) European Company and Financial Law Review 539-562

“Corporate Attribution and the Lessons of Meridian” in J Pila and P Davies (eds), The Jurisprudence of Lord Hoffmann: A Festschrift for Leonard H. Hoffmann (Hart Publishing, 2015)

“Debt restructuring in English Law: Lessons from the US and the need for reform” (2014) Law Quarterly Review 282-305

“Cross-border schemes of arrangement and forum shopping” (2013) European Business Organization Law Review 563

"The Regulation of Short Selling and its Reform in Europe" (2012) European Business Organization Law Review 413-440

"Private Equity and its Regulation in Europe" (2011) European Business Organization Law Review 559-585

"Minority Shareholder Protection in takeovers: A UK perspective" (2011) European Company and Financial Law Review 145-173

"Schemes of Arrangement, Takeovers and Minority Shareholder Protection" (2011) Journal of Corporate Law Studies 67-97

"The role of European regulation and model acts in company law" in U Bernitz and W-G Ringe (eds) Company Law and Economic Protectionism (OUP, 2010)

“Company Contracts and Director’s Authority” (2010) Lloyds Maritime and Commercial Law Quarterly 187

“Intermediated Securities and the Right to Vote in the UK” in L Gullifer and J Payne (eds) Intermediated Securities: Legal Problems and Practical Issues (Hart Publishing, 2010)

“Legal Capital in the UK following the Companies Act 2006” in J Armour and J Payne (eds) Rationality in Company Law: Essays in Honour of DD Prentice (Hart publishing, 2009) 123-155

“In defence of the UK private limited company” (2008) European Company Law 220;

“The Way Forward In European Securities Regulation: Regulatory Competition or Mandatory Regulation?” in S Weatherill (ed) Better Regulation (Hart, 2007) (pp 369-387)

“Recipient Liability for Unlawful Dividends” (2007) Lloyds Maritime and Commercial Law Quarterly 7-14

“The characterization of fixed and floating charges” in J Getzler and J Payne (eds) Company Charges: Spectrum and Beyond (OUP, 2006), Ch 4 (pp51-104) (with Louise Gullifer)

"Sections 459-461 Companies Act 1985: The Future of Shareholder Protection" (2005) Cambridge Law Journal 647-677

“Company contracts and vitiating factors: developments in the law on directors' authority” (2005) Lloyds Maritime and Commercial Law Quarterly 447-466 (with Dan Prentice)

“Company contracts and conundrums” (2004) European Company and Financial Law 235-249

“Shareholders Remedies Reassessed” (2004) 67 Modern Law Review 500-507

"Unjust Enrichment, Trusts and Recipient Liability for Unlawful Dividends" (2003) 119 Law Quarterly Review 583-607

"Consent" in P Birks and A Pretto (eds) Breach of Trust (2002, Hart publishing) 297-319

"Clean hands in Derivative Actions" (2002) Cambridge Law Journal 76-87

"Quistclose and Resulting Trusts" in P Birks and F Rose (eds) Restitution and Equity: Resulting Trusts and Equitable Compensation (2000, Mansfield Press) 77-95

"Civil Liability of Directors in English Law" - in I Ramsey (ed) Company directors’ Liability for Insolvent Trading (2000, CCH Australia Ltd, Melbourne) 190-209 (with Dan Prentice)

"A Re-examination of Ratification" (1999) Cambridge Law Journal 604-626

“The reform of unlimited liability and joint and several liability in the context of English professional partnerships” in B Rider (ed) The realm of Company Law: A collection of essays in honour of Professor Leonard Sealy (1998, Kluwer) 217-231

“The Attribution of Tortious Liability between director and company” (1998) Journal of Business Law 153-168

“Lifting the Corporate Veil: A Reassessment of the Fraud Exception” (1997) Cambridge Law Journal 284-290