Professor Andrew Johnston
School of Law
Professor of Company Law and Corporate Governance
Andrew.Johnston@sheffield.ac.uk
+44 114 222 6811
+44 114 222 6811
Full contact details
Professor Andrew Johnston
School of Law
School of Law
- Profile
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I was appointed to a chair at Sheffield in January 2013. Before coming to Sheffield, I lectured at the Universities of Queensland, Cambridge, Sheffield (2003-5) and Warsaw. I teach and research in the fields of company law and corporate governance, broadly conceived. My latest research projects examine the contribution of corporate governance to sustainability and regulatory responses to the global financial crisis.
I studied law as an undergraduate at Cambridge and wrote my doctorate at the European University Institute in Florence. Before becoming an academic I practised as a solicitor with Herbert Smith and the Treasury Solicitor.
- Qualifications
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- PhD, European University Institute, Florence;
- BA/MA(law), University of Cambridge;
- Diploma in Legal Practice, College of Law.
- Research interests
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- Company Law
- Corporate Governance
- Corporate Social Responsibility
- Law & Economics
- Corporate Governance & Sustainability
- Publications
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Books
- EC Regulation of Corporate Governance. Cambridge: Cambridge University Press.
- Introduction.
- Introduction.
- Primary Teaching Assistants Curriculum in Context. Routledge.
- Contemporary Dystopian Fiction for Young Adults. Routledge.
- Agents and Multi-Agent Systems in Construction. Routledge.
- Life, Death and the Elderly. Routledge.
- Exchange Rates, Capital Flows and Policy. Routledge.
Journal articles
- Corporate Governance for Sustainability. View this article in WRRO
- The EU’s Approach to Environmentally Sustainable Business: Can Disclosure Overcome the Failings of Shareholder Primacy?. View this article in WRRO
- Shareholder primacy corporate governance and financial market growth. Corporate Governance: The International Journal of Business in Society, 19(5), 845-848.
- The separation of directors and managers: A historical examination of the status of managers. Journal of Management History. View this article in WRRO
- From balanced enterprise to hostile takeover: how the law forgot about management. Legal Studies, 39(1), 75-97. View this article in WRRO
- Why is modern capitalism irresponsible and what would make it more responsible? A company law perspective. King's Law Journal. View this article in WRRO
- Beyond Country-by-Country Reporting: A Modest Proposal to Enhance Corporate Accountability. New Zealand Universities Law Review, 27(3), 569-600. View this article in WRRO
- The Shrinking Scope of CSR in UK Corporate Law. Washington and Lee Law Review, 74(2). View this article in WRRO
- Regulating Hedge Funds for Systemic Stability: The EU's Approach. European Law Journal, 21(6), 758-786. View this article in WRRO
- Commentary on the OECD Principles of Corporate Governance. University of Oslo Faculty of Law Research Paper(2015).
- Civil Liability for Commercial Bribery in China. Company Lawyer, 221-228.
- Commentary on the Shareholder Rights Directive. University of Oslo Faculty of Law Research Paper(2014).
- Preventing the Next Financial Crisis? Regulating Bankers' Pay in Europe. Journal of Law and Society, 41(1), 6-27. View this article in WRRO
- Reforming English Company Law to Promote Sustainable Companies. European Company Law, 11(2), 63-66. View this article in WRRO
- Constructing Sustainability through CSR: A Critical Appraisal of ISO 26000. International and Comparative Law Journal.
- ISO 26000: Guiding Companies to Sustainability through Social Responsibility?. European Company Law, 9(2), 110-117.
- ‘Review of Teubner and Collins, Networks as Connected Contracts’. Industrial Law Journal, 41(3), 374-379.
- Incentivising private health insurance through the income tax regime: Capitalising on behavioural models. Australian Tax Forum, 26(4), 633-663.
- Towards a Sustainable European Company Law: A Normative Analysis of the Objectives of EU Law, with the Takeover Directive as a Test Case. EUROPEAN LAW REVIEW, 36(2), 302-305.
- Facing Up to Social Cost. Griffith Law Review, 20(1), 221-244.
- Does the Corporations Power Extend to Reconstituting Corporations?. Federal Law Review, 39(1), 71-101.
- Facing up to social cost: the real meaning of corporate social responsibility. Griffith Law Review.
- Corporate Governance is the problem not the solution: A critical appraisal of the European Regulation on credit rating agencies. Journal of Corporate Studies.
- Regulatory Competition in Company Law in the European Union after Cartesio. European Business Organization Law Review, 10(4), 627-648.
- Regulatory competition in European company law after Cartesio. EUROPEAN LAW REVIEW, 34(3), 378-404.
- TAKEOVER REGULATION: HISTORICAL AND THEORETICAL PERSPECTIVES ON THE CITY CODE. The Cambridge Law Journal, 66(2), 422-460.
- Corporate Governance and Labour Management: An International Comparison ? Edited by Howard Gospel and Andrew Pendleton. Industrial Relations Journal, 38(1), 93-96.
- After the OFR: Can UK Shareholder Value Still Be Enlightened?. European Business Organization Law Review, 7(4), 817-843.
- The Law and Economics of Quantitative Easing. SSRN Electronic Journal.
- Governing Externalities: The Potential of Reflexive Corporate Social Responsibility. SSRN Electronic Journal.
- Corporate social responsibility as obligated internalisation of social costs. Journal of Business Ethics. View this article in WRRO
Chapters
- Market-Led Sustainability through Information Disclosure: The UK Approach
- 7 Arbitrability of Company Law Disputes, China and International Commercial Dispute Resolution (pp. 195-227). Brill | Nijhoff
- Arbitrability of Company Law Disputes In Liu Q & Shan W (Ed.), China and International Commercial Dispute Resolution Brill Publishing
- Shareholder primacy: the main barrier to sustainable companies In Sjåfjell B & Richardson B (Ed.), Company Law and Sustainability: Legal Barriers and Opportunities Cambridge: Cambridge University Press.
- Towards long-termism in Corporate Governance: the Shareholder Rights Directive and beyond, Long-term investment and the Sustainable Company: a stakeholder perspective Brussels: ETUI.
- Employee Voice in Corporate Control Transactions, Voices at Work (pp. 400-420). Oxford University Press
- Recent Developments in Stakeholder Theory: from the Productive Coalition to the Governance of Social Cost In Vitols S & Heuschmid J (Ed.), European Company Law and the Sustainable Company – A Stakeholder Approach Brussels: ETUI/GOODCORP.
- Varieties of Corporate Governance and Reflexive Takeover Regulation1, Company Law and Economic Protectionism (pp. 161-175). Oxford University Press
- Reading Primary Sources In Dobson M & Ziemann B (Ed.) Routledge
- Reading Primary Sources Routledge
- Gentrification in a Global Context Routledge
- Conclusion: the genius of EC corporate governance regulation, EC Regulation of Corporate Governance (pp. 359-364). Cambridge University Press
- Bibliography, EC Regulation of Corporate Governance (pp. 365-386). Cambridge University Press
- ‘Soft law’, EC Regulation of Corporate Governance (pp. 343-358). Cambridge University Press
- ‘Labour law’ regulation, EC Regulation of Corporate Governance (pp. 311-342). Cambridge University Press
- The European Company Statute and the Takeover Directive, EC Regulation of Corporate Governance (pp. 247-287). Cambridge University Press
- Capital market regulation, EC Regulation of Corporate Governance (pp. 288-310). Cambridge University Press
- Negative integration, EC Regulation of Corporate Governance (pp. 146-213). Cambridge University Press
- Variety and integration: reflexive corporate governance regulation, EC Regulation of Corporate Governance (pp. 214-244). Cambridge University Press
- Harmonisation, EC Regulation of Corporate Governance (pp. 107-145). Cambridge University Press
- Introduction, EC Regulation of Corporate Governance (pp. 1-18). Cambridge University Press
- The shareholder value model, EC Regulation of Corporate Governance (pp. 21-58). Cambridge University Press
- The productive coalition model, EC Regulation of Corporate Governance (pp. 59-104). Cambridge University Press
Book reviews
- Book Review: Moore, 'Corporate Governance in the Shadow of the Law’. International Company and Commercial Law Review 31-3, 25(1), 31-33.
Reports
- Obstacles to Sustainable Global Business. Towards EU Policy Coherence for Sustainable Development
- The Revised Shareholder Rights Directive 2017: Policy Implications for Workers
- European Financial Regulation and Land Grabbing: Legal Analysis and Policy Recommendations
- Commentary on the OECD Principles of Corporate Governance
- Commentary on the Shareholder Rights Directive
Working papers
- Climate-Related Financial Disclosures: What Next for Environmental Sustainability?. University of Oslo Faculty of Law Research Paper.
- The Modern Corporation Statement on Company Law.
- Fiduciary Duties of European Institutional Investors: Legal Analysis and Policy Recommendations. University of Oslo Faculty of Law Research Paper.
Other
- How Neoclassical Economics Developed Without a Theory of Money. SSRN Electronic Journal.
- EC Regulation of Corporate Governance. Cambridge: Cambridge University Press.
- Research group
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- Member of the SICCL Research Cluster
- Member of Sheffield Institute of Corporate and Commercial Law.
Areas of Research Supervision
- Company Law (including European and comparative)
- Corporate Governance
- Regulation
- Law & Economics
- Financial Crisis
- Financial Markets
- Corporate Social Responsibility
- Grants
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Title/Description: Sustainable Market Actors for Responsible Trade
- Awarding Body: EU Horizon 2020
- People Involved: University of Oslo and SMART Network
- Years Funded for: 2016 - 2020
- Amount: £90,000 (to Sheffield)
Title/Description: ‘Institutional Activism in Corporate Governance: Qualified Foreign Institutional Investors in China’
- Awarding Body: Marie Curie Sklodowska Fellowship Scheme
- People Involved: Wenge Wang
- Years Funded for: 2016 - 2018
- Amount: £180,000
Title/Description: Law and Finance in China
- Awarding Body: Economic and Social Research Council
- People Involved: CBR, Cambridge (Simon Deakin), SICCL (Ding Chen, Navajyoti Samanta), Renmin University and Hunan University
- Years Funded for: 2017 - 2018
- Amount: £390,000
- Teaching interests
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I encourage students to think about the policies behind the law, and to make connections with other subjects they have studied earlier in their degree. As company law is highly topical, I always try to relate what we are studying to current events in the corporate and financial worlds. I also try to introduce economic perspectives wherever possible, explaining them in simple terms in order to demystify them.
I believe it is essential for students to understand these perspectives – and their limits – because they have such a firm grip on policymakers’ imaginations. More specifically, I encourage students to consider the best way in which the social costs companies can create can be dealt with, or governed, and the role the law should play in this. In doing so, I draw on my research on corporate governance and the financial crisis, as well as my involvement in the ‘Sustainable Companies’ and SMART projects based at the University of Oslo.
I use a variety of teaching methods in the seminars I lead. In the second year module on Private Law Aspects of Company Law, we often focus on problem solving and applying the law to the facts. The module provides a foundation for the study of advanced corporate and financial modules in the third year.
The module on the Law of Public Companies is research-led, and involves discussions about the policy behind the law. I try to encourage student participation in lectures, whilst in seminars, students work in small groups to develop and deliver presentations, drawing on lectures and their own independent research.
I encourage students to read widely around the area of corporate governance, drawing on legal and other social science materials. Students are then given detailed feedback on their presentations, both by their peers and by me, as seminar leader. I ensure that I am accessible to students to discuss their research, whether at the end of lectures and seminars, or during my office hour.
- Teaching activities
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Undergraduate
- Private Law Aspects of Company Law
- The Law of Public Companies
LLM
- Introduction to Company Law and Corporate Governance
- Current Issues in Company Law and Corporate Governance
- Professional activities and memberships
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- Research Associate at Centre for Business Research, University of Cambridge
- Member, Sustainable Companies Network and Sustainable Market Actors for Responsible Trade Project, University of Oslo
- Member, GOODCORP Research Network, European Trade Union Institute, Brussels
- Associate Fellow, Sheffield Political Economy Research Institute (SPERI)
- Visiting Professor Mines ParisTech (March 2016) and Queensland University of Technology (July 2016)
- Acted as consultant (with Frank Bold, Jay Cullen and Ting Xu) advising Global Witness and Friends of the Earth on Landgrabbing and Financial Regulation (November 2015 to February 2016).
Recent Invited Papers and Keynote Lectures
- Invited presentation on ‘Employee voice in European Corporate Governance Regulation: History and Prospects’ at ‘Workshop on Corporate Governance and Workers’ Voice in Europe’, organised by Hans-Böckler Foundation and Hertie School of Governance, CGIL, Rome, 14th March 2017
- Research seminar, ‘The Rise and Fall of the Enterprise: How the Law Forgot about Management’, 3CL, University of Cambridge Faculty of Law, 7th March 2017
- Invited presentation on ‘The changing scope of CSR in UK company law’ at the Lara D. Gass Annual Symposium on Corporate Law, Governance, and Purpose: A Tribute to the Scholarship of Lyman Johnson and David Millon, held at Washington and Lee University School of Law, 21st-22nd October 2016.
- Invited presentation on ‘Incentivising Long-Term Shareholding’ at Creating Sustainable Companies summit, organised by Frank Bold and Cass Business School, Brussels, 28th September 2016
- Invited presentation ‘Constructing Shareholder Primacy’ at Company Law Roundtable, University of Southampton Law School 16th June 2016
- Invited presentation ‘The Rise and Eclipse of the Enterprise in Law’ (with Blanche Segrestin) at Shaping the Corporate Landscape Symposium 14th-15th June 2016, Centre of Law and Enterprise, University of Bristol Law School
- Invited presentation entitled ‘Nobody owns corporations – so how should they be governed?’ at ETHOS Corporate Governance Roundtable discussion on ‘Who Owns the Corporation?’ at Cass Business School on 17th December 2015. The other speakers were John Plender of the Financial Times and Anita Skipper, Corporate Governance Advisor at Aviva Investors.
- Research seminar ‘Regulating Hedge Funds for Systemic Stability’, Durham University, Institute of Corporate and Commercial Law, 25th November 2015
- Invited research seminar entitled ‘Regulating Hedge Funds for Systemic Stability: the EU’s Approach’ presented at Renmin University Law School, 20th October 2015 and Durham University Law School, 25th November 2015.