a1 Professor of Law, UCL.
This article is based on my paper delivered to the [Australian] Corporate Law Teachers Association 2009 Conference held in Sydney. I owe a debt of gratitude to the delegates for their insightful questions and comments. I also thank Arad Reisberg for his views on an earlier draft, I-san Tiaw for her research assistance and the anonymous referees for their helpful comments. The usual disclaimer applies.