Speaker: Professor Paul Deemer (Vanderbilt Law School)

This lecture focuses on the development and project financing of large international infrastructure projects, and covers –

• What is “project finance” and what is not? How does a “project financing” differ from other types of financing?
• Why is project finance used on large infrastructure projects? What is “leverage,” and why is that important?
• What legal structures and documents are commonly used in project financings?
• Who are the participants in a project financing? What are their roles?
• What is the role of the lawyer? Why should a new lawyer be familiar with project finance?

In discussing these issues, the speaker draws on his experience representing clients on projects in Europe, Asia, Africa and the Middle East.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Eva Micheler (LSE)

Abstract: Reliance on agency-theoretic reasoning has led to substantial theoretical and empirical advances in company law scholarship, but the narrow focus on board-level actors and phenomena has disconnected the analysis of the company from the reality of the economic organisation it is meant to enable and support. We follow Oliver Williamson’s call for a ‘law, economics, and organization’ approach, and build on Elinor Ostrom’s ‘institutional analysis and development’ framework to propose a narrative model of the company in terms of nested levels of governance. We argue that our model works as a positive description of the law as it is, and puts us in a stronger position to evaluate the likely consequences of certain normative interventions, which we illustrate with some observations about ongoing debates in corporate governance.

The paper is jointly written by David Gindis and Eva Micheler and can be found at Taylor and Francis Online.

Eva Micheler studied law at the University of Vienna and at the University of Oxford before joining LSE Law School in 2001. She is a Professor of Law at the London School of Economics. Professor Micheler is also on the management committee of the Systemic Risk Centre at LSE. She was a TMR fellow at the Faculty of Law of the University of Oxford and teaches regularly at the University of Vienna and the Bucerius Law School in Hamburg.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Christopher Nicholls (University of Western Ontario)

In 1933, in the depths of the Great Depression, the Yale Law School and Harvard Business School launched an innovative joint program: the “Law-Business Course”. The program’s principal architect was Yale law professor William O. Douglas, best remembered today as the longest serving member of the US Supreme Court and one of the most provocative. For a short time, this remarkable academic initiative brought together professional schools at America’s two foremost universities, foreshadowing the interdisciplinary approach to law and business education that animate modern JD/MBA programs. The creation and short life of this unique academic collaboration provide a fascinating glimpse into the intellectual dynamism of early twentieth century business law education and the politics and practical exigencies facing academic pioneers of that important era. The story of this forward-thinking interdisciplinary perspective also offers important insights into current approaches to business law and, in particular, the pivotal role of modern finance theory in the development of the study, practice, and theory of corporate law today.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Dr Akshaya Kamalnath (Australian National University)

Governance of companies has always involved some uncertainty and technology related challenges similarly add to the risks and challenges involved. Yet, corporate governance – both the legal and non-legal aspects – finds ways to address risks and so it will be with tech-related issues. This paper argues that effective corporate governance should now include a focus on ‘digital governance’ which I define as governance of technology and data related challenges. It will include questions of the role of AI and other technologies in making boards more effective, the governance of risks associated with the use of technology at all levels of the firm including considerations of fairness and bias when AI is used in some contexts, and data privacy and cybersecurity risks. While the paper does not call for a change in the core legal duties of directors, it proposes that soft law nudge companies to address tech-related risks. An obvious starting point is to encourage companies to appoint directors with tech expertise and constitute a tech committee where relevant. However, drawing from literature on independent directors and board diversity, the chapter notes that alterations to board composition is not a silver bullet. It must be part of a mindset where the risks posed by technology are treated seriously enough to necessitate strategies and practices beyond mere compliance with existing laws.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Mark Roe (Harvard Law School)

Chair: Felix Steffek (University of Cambridge)

Abstract: The notion of stock-market-driven short-termism relentlessly whittling away at the American economy’s foundations is widely accepted and highly salient. Presidential candidates state as much. Senators introduce bills assuming as much. Corporate interests argue as much to the Securities and Exchange Commission and the corporate law courts. Yet the academic evidence as to the problem’s severity is no more than mixed. What explains this gap between widespread belief and weak evidence?

Bio: Mark J. Roe is a professor at Harvard Law School, where he teaches corporate law and corporate bankruptcy. His research interests cover bankruptcy (corporate bankruptcy and reorganization), corporate law and corporate finance. He wrote Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1994), Political Determinants of Corporate Governance (Oxford, 2003), and Bankruptcy and Corporate Reorganization (Foundation, 2014). Academic articles include: Stock-Market Short-Termism’s Economy-Wide Impact (forthcoming); Containing Systemic Risk by Taxing Banks Properly, 35 Yale Journal on Regulation 181 (2018), Financial Markets and the Political Center of Gravity, 2 J. Law, Finance, and Accounting 125 (2017) (with Travis Coan); Bankruptcy’s Three Ages, 7 Harvard Business Law Review 187 (2017); Corporate Structural Degradation Due to Too-Big-to-Fail Finance, 162 University of Pennsylvania Law Review 1419 (2014); Corporate Short-Termism — In the Boardroom and in the Courtroom, 68 Business Lawyer 977 (2013); and Breaking Bankruptcy Priority: How Rent-Seeking Upends the Creditors’ Bargain, 99 Virginia Law Review 1235 (2013) (with Frederick Tung).

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Elisa Cencig (Norges Bank Investment Management)

Cambridge 3CL invites you to a seminar on the responsible investment strategies of Norges Bank Investment Management (NBIM), the entity responsible for managing Norway's government pension fund, valued at over 1 trillion US dollars. Operating in over 70 countries, NBIM is at the forefront of shaping sustainable and fair market practices globally. This session will delve into NBIM’s role in policy-making and standard setting, highlighting its commitment to responsible stewardship.

The focus will be on NBIM's active investment approach across various levels - from market-wide initiatives to individual company engagements. NBIM works to ensure long-term growth in its investments while minimizing environmental and societal harm, through direct company engagement, goal setting, and strategic voting at shareholder meetings. Key topics like climate change action, responsible AI practices, and CEO compensation will be discussed, showcasing NBIM's dedication to guiding global investments towards ethical and sustainable outcomes.

Leading this session is Elisa Cencig, Senior ESG Policy Advisor at NBIM. Her expertise will provide a comprehensive view into how a major global investor like NBIM navigates the complexities of responsible investment.

Biography: Elisa is Senior ESG Policy Advisor at Norges Bank Investment Management, where she is responsible for the fund’s engagement with international organisations, standard-setters and policymakers on sustainability, responsible investment and corporate governance. Prior to that, she worked at the UK Financial Authority, first on EU Withdrawal Policy and Strategy and more recently leading the FCA’s engagement at the Financial Stability Board. Earlier in her career, she worked at the Association of Financial Markets in Europe’s Brussels office on prudential and resolution policy and advocacy. She is an alumna of the Sant’Anna School of Advanced Studies in Pisa (Italy) and the College of Europe (Belgium) and holds a PhD in Political Science from the London School of Economics.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Paul Deemer (Vanderbilt Law School)

Abstract: This lecture will focus on the development and project financing of large international infrastructure projects, and will cover –

- What is “project finance” and what is not? How does a “project financing” differ from other types of financing?

- Why is project finance used on large infrastructure projects? What is “leverage,” and why is that important?

- What legal structures and documents are commonly used in project financings?

- Who are the participants in a project financing? What are their roles?

- What is the role of the lawyer? Why should a new lawyer be familiar with project finance?

In discussing these issues, the speaker will draw on his experience representing clients on projects in Europe, Asia, Africa and the Middle East.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information:

https://www.3cl.law.cam.ac.uk/

Speaker: Associate Professor John Sorabji (UCL)

The presentation will look at why England and Wales has, historically, been a 'good forum to shop in' for commercial dispute resolution. It will then consider four challenges to its ability to maintain that position, before turning to practical steps that could and, perhaps should, be taken to enable it to remain a forum of choice for commercial disputes.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information:

https://www.3cl.law.cam.ac.uk/

Speaker: Martin Voitko (World Bank)

Abstract: The Structured Finance seminar is intended to be a primer on understanding key concepts of these complex financial instruments and their benefits/limitations. The seminar will cover securitisation trades (both traditional (or cash) securitisations and synthetics) as well as covered bonds. The presentation will further explain what different types of those trades are used for as well as provide examples of typical structures. In the discussion part, the seminar can dive deeper into topics of interest for the audience such as ABS securities, CLN notes and covered bonds.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website at:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Chris Thomale (University of Vienna, University Roma Tre)

Abstract: According to a widely received concept coined by Hansmann/Kraakman, “asset partitioning” denotes a bundle of doctrines surrounding the relationship of business owners as well as their business and private creditors, so-called entity shielding and owner shielding. Often, this configuration is associated with a legal entity, e.g., providing the “corporate veil” which allegedly protects owners’ assets from business creditors. Contrary to this intuition, it will be shown that legal personality, while offering a metaphorical framework for asset partitioning, is no institutionally indispensable prerequisite for it. To support this claim, we will look at historical and contemporary comparative evidence from continental-European as well as Middle- and South-American legal orders. This allows us to compare asset partitioning with and without legal personality and evaluate the policy implications of each.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/