Description

This seminar delves into the foundational pillars and theoretical underpinnings of corporate law and governance, scrutinising the role of law in regulating corporations. It will dissect the key characteristics of modern companies, questioning whether the law must ‘out of necessity’ provide for these traits and what implications arise from this necessity. Moving beyond the doctrinal ‘what,’ this session builds on the maxim ‘Policy matters’ to explore the ‘why’ behind modern corporations and how global governance frameworks address this inquiry.

Moore and Petrin, in their seminal text, assert that “corporate governance remains somewhat an uncertain and contested term.” By examining legal theory, doctrine, and history, this seminar aims to elucidate these contentions. It will explore why these uncertainties exist and whether any certainty can be derived from probing the question of ‘why.’

Furthermore, the session will engage with contemporary debates and examples to illustrate how different jurisdictions approach corporate governance. Participants will gain insights into the dynamic interplay between law, theory, and how this shapes corporate behaviour, fostering a deeper understanding of the complexities involved. This comprehensive exploration will equip attendees with a nuanced perspective on the evolving landscape of corporate governance and its regulatory challenges.

ABOUT THE SPEAKER

Dr. Peter Underwood is a Senior Lecturer at Auckland Law School. Before joining the University of Auckland, Dr. Underwood was a Lecturer in Law at Exeter Law School in the UK, where he taught Company Law, Principles of Corporate Law, Contract Law, Property Law, and Jurisprudence. During his tenure at Exeter, he served as Co-Director of the Research Centre for Commercial and Company Law. Dr. Underwood holds a PhD from the University of Exeter (UK), an LL.M from the University of Law, Bristol (UK), and an LL.M from Nottingham Law School (UK). He joined Auckland Law School in 2024.

Dr. Underwood’s research interests lie in the field of Corporate Law, with a particular focus on Corporate Governance and corporate theory. He has extensively investigated the tensions between shareholder capitalism and stakeholder capitalism, contributing significant scholarship on this topic. His monograph, titled Corporate Group Legitimacy, explores the power dynamics within large multinational corporations, evaluating the legitimacy of wielding significant power. Additionally, he has recently authored works advocating for a reconsideration of shareholder primacy, proposing that a shift towards a pluralist model could mitigate current tensions.

Dr. Underwood is also deeply interested in the intersection of technology and corporate law, examining how technological advancements can benefit corporate law and vice versa. He is currently co-editor of a special issue on AI and The Corporation for Cambridge University Press.