Professor John Lowry
Department of Law
John has published widely in domestic and international law journals on directors’ duties, shareholder remedies and insurance contract law and he has co-authored books on company law, insurance law, and limitation of actions. He is Company Law section editor for the Journal of Business Law and Case Review editor for International Corporate Rescue. He also serves on the editorial boards of The Company Lawyer, Current Legal Problems; and Laws. He has been a contributing editor to Gore-Browne on Companies and OUP’s Annotated Companies Legislation.
Between 2000-2002 he was a Senior Research Fellow at the Institute of Advanced Legal Studies. In 2001 he was a Visiting Fellow at the University of Connecticut, Centre for Insurance Law Research and in 2010 he was Distinguished Global Jurist Visiting Professor at the Chinese University of Hong Kong. In 2008 he was elected an Honorary Fellow of Monash University. He is also an Honorary Fellow of the Asian Institute of International Financial Law.
John has acted as consultant to the Law Commission of England and Wales (shareholder remedies; directors’ duties; and insurance contract law). In 2015 he was appointed a member of the Hong Kong Standing Committee on Company Law Reform. His work has been cited by appellate courts in England and Wales, Canada and Singapore (and his work on insurance fraud was argued before the UKSC in Versloot Dredging BV v HDI-Gerling Industrie Versicherung (The DC Merwestone)).
- Commercial Law
Shorter Articles and Commentaries
Chapters in Books and Contributions to Edited Essays
Public Engagement: Conference Papers
‘Relieving the Trustee-Solicitor: A Modern Perspective on Section 61 of the Trustee Act 1925?’  Law Quarterly Review 223 – 243.
‘Insurance Fraud and the Role of the Law’ Modern Law Review 524 – 539.
‘Insurance Fraud: The “Convoluted and Confused” State of the Law’  Law Quarterly Review 96 – 119.
‘Of Resigning Directors: Lessons in Reform’  Hong Kong Law Journal 55 – 76.
‘That wicked rule, that evil doctrine…’ (with P. Rawlings)  Modern Law Review 1099 – 1122.
‘Codifying the Corporate Opportunity Doctrine: The (UK) Companies Act 2006’  International Review of Law 56 – 75.
‘Whither the Duty of Good Faith?’ (2010) 16 University of Connecticut Insurance Law Journal 97 – 156 (this Journal is ranked first in its field by the Washington and Lee University 2008 survey of the top US law journals).
‘The Duty of Loyalty of Company Directors: Bridging the Accountability Gap Through Efficient Disclosure’  Cambridge Law Journal 607 – 622.
‘Re-Calibrating the Scope of Notification Clauses in Insurance Contracts: The English Jurisprudence’ (2009) 27 Canadian Journal of Insurance Law 43-48.
‘Reconstructing Insurance Law: The Law Commissions’ Consultation Paper’ (with R. Merkin)  Modern Law Review 95 – 113.
‘Redrawing the parameters of good faith in insurance contracts’  Current Legal Problems 338-384.
‘Insurers, Claims and the Boundaries of Good Faith’. (With Philip Rawlings).  Modern Law Review 81-109.
Eliminating Obstacles to Freedom of Establishment: The Competitive Edge of UK Company Law.’  Cambridge Law Journal 331-345.
‘The Continuing Value of Relief for Director’s Breach of Duty’  Modern Law Review 195 – 223.
‘The Quickening of Insurable Interest in Property Insurance: A Return to the Strict Orthodoxy in the English Courts?’  Journal of International Insurance 225 – 245.(PACE University, New York).
‘Reflections on the English and Scottish Law Commissions’ Proposals for Directorial Disclosure.’  Deakin Law Review (Victoria, Australia) 1-29.
‘Promoting Impartiality and Candour in the Ratification Process: Transatlantic Reflections on the Role of the Disinterested Director.’  Journal of International and Comparative Corporate Law 235-270.
‘The No Conflict – No Profit Rules and the Corporate Fiduciary: Challenging the Orthodoxy of Absolutism’  Journal of Business Law 122 – 142. (Co-authored with Rod Edmunds).
‘The Corporate Opportunity Doctrine: The Shifting Boundaries of the Duty and its Remedies’ (1998) 61 Modern Law Review 515 – 537. (Co-authored with Rod Edmunds).
‘Self-Dealing Directors – Constructing A Regime of Accountability’  Northern Ireland Legal Quarterly 211 – 242.
‘Reconstructing Shareholder Remedies: The Law Commission’s Consultation Paper No. 142.’ Commissioned by Professor D. Sugarman, (1997) 18 Company Lawyer 247 – 256 (Special edition devoted to the LCCP, with a foreword by Mr Justice Lightman).
‘Breach of Statutory Duties Owed to Children : – The Case For A Principled Approach in Tort’ Commissioned by Professor C. Gane, (General Editor)  Contemporary Issues in Law 33 – 52.
‘The Pursuit of Effective Minority Shareholder Protection: Section 459 of the Companies Act 1985’ (1996) 17 The Company Lawyer 67 – 72.
‘Lister v. Stubbs – Who Profits?’ Co-authored: David Cowan, Rod Edmunds and John Lowry.  Journal of Business Law 22 – 38.
‘The Impact of Nervous Shock upon the Bystander.’  Northern Ireland Legal Quarterly 18 – 33.
‘‘[T]o say that a man is a fiduciary only begins analysis’ – The Shifting Boundaries of Fiduciary Liability’. Co-authored: David Cowan, Lynden Griggs and John Lowry.  Newcastle Law Review, (NSW, Australia) 73-92.
‘Equitable Tracing And The Swollen Assets Theory.’ Commissioned by Professor C. Gane (editor). Co-authored: David Cowan, Rod Edmunds and John Lowry.  Contemporary Issues in Law 1 – 20.
‘Regal (Hastings) Fifty Years on – Breaking the Bonds of the Ancien Regime.’  Northern Ireland Legal Quarterly 1-12.
‘Minority Shareholder Rights in England, Canada, Australia and the USA’. Co-authored with L. Griggs, University of Tasmania:  Journal of Business Law 463-487.
‘Monitoring Defensive Tactics Against Take-over Bids – The Role of the Ontario Securities Commission’.  Journal of Business Law 99-105.
‘Poison Pills in U.S. Corporations – A Re-examination.’  Journal of Business Law337-341.
‘The Oppression Remedy: A Canadian Approach.’  Journal of Business Law 196-203.
‘The International Approach to Insider Trading: The Council of Europe’s Convention.’  Journal of Business Law 460-465.
‘Curbs on Corporate Raiders.’  Journal of Business Law 99-102.
‘The Harmonisation of Bankruptcy Law in Europe: The Role of the Council of Europe.’  Journal of Business Law 73-78.
‘The Unification of Bankruptcy Law in Europe.’  2 The Company Lawyer 72-75.
‘The Irreducible Core of the Duty of Care, Skill and Diligence’  Modern Law Review 249-261.
‘Formulating an appropriate test for the determination of de facto directorships: the Supreme Court rules’ in Gore-Browne on Companies Special Issue, 2011.
‘Conditions precedent in insurance contracts’  Journal of Business Law 275.
‘Claims and Conditions precedent to liability’  Journal of Business Law 179 (with Philip Rawlings).
‘Judicial Pragmatism: Directors’ Duties and Post-Resignation Conflicts of Duty’  Journal of Business Law 83.
‘The whistle-blower and the non-executive director’  Journal of Corporate Law Studies 249.
‘Fraudulent claims: framing the appropriate remedy’ [2006} JBL 339.
‘Innominate terms in insurance contracts’ (with P. Rawlings)  LMCLQ 135
‘Proximate Causation in Insurance Law’ (with P. Rawlings)  MLR 310.
‘Liquidators’ Remuneration and Expenses: Redressing the Muddle’  InternationalCorporate Rescue 167.
‘The recognition of directors owing fiduciary duties to creditors’.  InternationalCorporate Rescue 61.
‘Post-Petition Banking Transactions: the Reach of Section 127 of the Insolvency Act 1986’  International Corporate Rescue 118.
‘The Temporal Limits of Contractors’ Insurable Interest’  King’s College Law Journal 236.
‘Holding the Tension between Salomon and the Personal Liability of Directors’  Canadian Bar Review 467-477.
‘Squatting In Suburbia: A Tale Of Discontinuance’  The Northern Ireland Legal Quarterly 318-326. Co-authored with Rod Edmunds.
‘Tempering the scope of professional negligence’  British Tax Review 508-517.
‘A Saga of Neglect In England’s Townhalls’ Commissioned by Professor Stanton,  Tort Law Review 12-17, (Sydney: Law Book Company of Australia).
‘Stretching the Ambit of Section 459 of the Companies Act 1985 : The Elasticity of Unfair Prejudice.’  Lloyd’s Maritime & Commercial Law Quarterly 337-342.
‘The Irretrievable Breakdown of the ‘Dream Ticket’ – Re Tottenham Hotspur plc  Journal of Business Law 606 608.
‘The Scope ofUnfairly Prejudicial Conduct.’  Journal of Business Law 160-164.
‘Directors Service Contracts – the applicability of section 317 of the Companies Act 1985.’  Journal of Business Law 279-282.
‘Lifting the Corporate Veil.’  Journal of Business Law 41-43.
‘Unfairly Prejudicial Conduct – the scope of section 461 orders.’  Journal of Business Law 186-189.
Company Law(Oxford, OUP, 2018), xl, 489. ISBN 0-406 93243-3, 10th ed. (co-authored with Alan Dignam).
‘This book is well-researched, lucidly written, and provides an excellent account of UK company law. It is accessible to students of company law at all levels, whilst also standing out as a highly respectable piece of scholarship in its own right… In my opinion, this is arguably the best company law text on the market today.’ – Marc Moore, University of Cambridge.
Insurance Law: Doctrines and Principles(Oxford, Hart Publishing, 2011), 3rd edition. Co-authored with Philip Rawlings (QMUL) and Rob Merkin (Exeter).
CGU Workers Compensation NSW Ltd v Garcia  NSWCA 193 (Australia)
Oldfield v Transamerica Life Insurance of Canada (2002) 5 LRC 477 (Canadian Supreme Court) Work (joint authorship) has also been cited by law reform bodies:
Law Commission and Scottish Law Commission, Insurance Contract Law: Analysis of Responses and Decisions on Scope (2006); Insurance Contract: A Joint Scoping Paper(2005), which refers the discussion of the law on late claims payment (p.20) and Insurance Contract Law: Issues Paper 6 – Damages for Late Payment and the Insurer’s Duty of Good Faith (2010) (citing article “Insurers, Claims and the Boundaries of Good Faith”).
Law Reform Commission (Ireland), Insurance Contracts (2011) LRC CP 65-2011 (Insurance Law: Doctrines and Principles, and “Insurers, Claims and the Boundaries of Good Faith”)
(First edition reviewed by Professor Hasson,  Canadian Journal of Business Law 471 who concludes: ‘It is clearly a book of the highest calibre.’)
Pettet, Lowry & Reisberg’s Company Law, Reisberg and Donovan (Harlow, Pearson Longman, 2018).
Pettet’s Company Law and Corporate Finance (Harlow, Pearson Longman, 2012), 4th edition. ISBN 978-1-4058-4730-8. Co-authored with Arad Reisberg.
Cited with approval by Arden LJ in Re Tobian Properties Ltd  EWCA Civ 998 CA, .
Insurance Law: An Introduction (London, Informa Press, 2007), contributor.
Cases and Materials in Insurance Law(Oxford, Hart Publishing, 2004) xii, 675. ISBN 1-83113-274-8. Co-authored with Philip Rawlings.
Limitation of Actions (London, Lloyd’s of London Press, 1998), xlix, 477. ISBN 1-85978-128-4. Co-authored with Professors D.W. Oughton and Professor R.M. Merkin.
Foreword by Sir Gavin Lightman:
‘The time has been reached when there is a vital need for fundamental rethinking as to the principles underlying the modern law of limitations … This exercise requires research and detailed study, a challenge academic lawyers of the quality of the authors of this work are peculiarly well-equipped to meet … Fresh thinking is the mark of this work … This book should find its place in any well-stocked library, and will certainly be in mine.’ (Sir Gavin Lightman).
Cited with approval:
Williams v Lishman, Sidwell, Campbell & Price Ltd  EWCA Civ 418, Rix LJ;
Boyd v Dept for Regional Development  NIQB 107, McCloskey J;
Bula Ltd v Crowley  IEHC 4, Barr J.
General Editor of Shareholder Rights and Remedies in Hong Kong (Hong Kong, Lexisnexis, 2011) .
General Editor of Company Law and Shareholders’ Rights (Hong Kong, Lexisnexis, 2010) .
Commercial Law: Perspectives and Practice – Essays in Honour of Professor Sir Roy Goode. J. Lowry & L. Mistelis (eds), (London, LexisNexis, 2006).
Environmental Protection and the Common Law. J. Lowry & R. Edmunds (eds), (Oxford, Hart Publishing, 2000).
‘Disqualifying ‘Unfit’ Directors at RBS and HBOS: Political Rhetoric and the Sidelining of the Directors Disqualification Regime’ in The Legal Framework for Corporate Governance in Banks and Financial Institutions in the UK I. Chiu (Cheltenham, Elgar, 2015).
‘The Prohibition Against Financial Assistance: Constructing an Alternative Response’ in Corporate Finance Law in the UK and EU’ D. Prentice and A. Reisberg (eds), (Oxford, OUP, 2011).
‘The Parameters of the Insured’s Pre-contractual Duty of Disclosure: Convergence Across the Jurisdictional Divide’ in International Insurance Law and Regulation Burling (ed), (Northampton, Edward Elgar Publishing, 2011).
‘CSR and Corporate Governance’ (with M. Walsh) in Mullerat (ed), Corporate Social Responsibility (The Netherlands, Kluwer International, forthcoming, 2010).
‘Directors’ Personal Liability For Corporate Fault: The UK Position’ in Directors’ Personal Liability For Corporate Fault: A Comparative Analysis. Helen Anderson (ed), (The Netherlands, Wolters Kluwer, 2008) pp 279-299. ISBN 978-90-411-2674-0.
The New Oxford Companion to the Law. P. Cane and J. Conaghan (eds), (Oxford, OUP, 2008). ISBN 978-0-19-929054-3. (I am responsible for the chapter covering transactions with companies).
Annotated Guide to the Companies Act 2006. J. Birds (ed), (Oxford, OUP, looseleaf). (I am responsible for the chapters covering directors’ duties (Part 10 of the Act)).
Gore-Browne on Companies(Bristol, Jordans Publishing). Looseleaf. I am responsible for three chapters.
‘Introduction’ in Commercial Law: Perspectives and Practice: Essays in Honour of Professor Sir Roy Goode in J. Lowry & L. Mistelis (eds), (London, LexisNexis, 2006).
‘Relieving Director’s Breach of Duty’ in Commercial Law and Commercial Practice. Sarah Worthington (ed), (Hart Publishing , 2003) pp 529-563. ISBN 1-84113-438-4. (Co-authored with Rod Edmunds).
‘Rethinking Insurable Interest’ in Commercial Law and Commercial Practice. Sarah Worthington (ed),(Hart Publishing , 2003) pp 335-364. ISBN 1-84113-438-4. (Co-authored with Philip Rawlings, UCL). A copy of this paper was requested by Lord Justice Rix, the English Court of Appeal on 26 February 2003.
‘Excuses’. P. Birks and A. Pretto (eds), Breach of Trust (Oxford, Hart Publishing, 2002) pp 269-297. ISBN 1-84113-174-1. (Co-authored with R. Edmunds). Commissioned by the late Professor Peter Birks. (The essay is based on a paper presented at the Mansfield Symposium on Breach of Trust, 19 April 2001 at All Soul’s College, Oxford).
‘Mapping the Boundaries of Unfair Prejudice.’ J. de Lacey (ed), The Reform of Company Law (London, Cavendish, 2002) pp 229-249. ISBN 1-85941-693-4.
‘Section 317: Injecting Rationality into Directorial Disclosure’ in Developments in European Company Law. D. Sugarman & M. Andenas eds, (London, Kluwer Law International, 2000). Other contributors include Lord Hoffmann, Arden LJ, Charles Harpum (Law Commissioner), Professors Birds, Boyle, Dine, and Ramsay.
‘Consumer Law into the Next Millennium: A Serious Service Fault?’ in Law(s) Future. D. Hayton, ed, (Oxford, Hart Publishing, 2000). ISBN 1-83113-100-8. A collection of co-authored essays commissioned by the SPTL to mark the millennium.
‘Stigma Damages, Amenity and the Margins of Economic Loss: Quantifying Perceptions and Fears’ in Environmental Protection and the Common Law, (see above).
‘In Defence of Salomon: Promoting the Corporate Veil’ in Developments in European Company Law II: The Quest for an Ideal Legal Form for Small Businesses. B. Rider & M. Andenas eds, (London: Kluwer Law International, 1999). ISBN 90-411-9697-8. Series ISBN 90-411-0676-6.
‘Ratifying Directorial Wrongdoing: The Legal Fiction Of Shareholder Consent In England’, in B. Rider ed, The Corporate Dimension (Bristol: Jordan Publishing, 1998). ISBN 85308 4769. (Festschrift for Professor A.J. Boyle, QMUL, London).
‘Finding the Optimum Balance For The Duty of Care Owed by Non-Executive Directors’ in Perspectives in Company Law II. F. Patfield (ed), (Kluwer Law International, 1997). ISBN 90-411-0678-2. Series ISBN 90-411-0696-0.
Source Book of Company Law, H. Rajak, (Bristol: Jordan Publishing Ltd., 1995). ISBN 0-85308-266-9. Chapter on Minority Shareholder Remedies.
‘Reforming Insurance Contract Law: Lessons from the UK’ Taiwan Insurance Law Association, 25 June 2015.
‘Reforming the law on fraudulent insurance claims’, Hong Kong Insurance Law and Practice Conference, HKU, 9 June 2015.
‘Directors’ duties in the UK and HK: the case for codification’ 7 May 2014, Faculty of Law, Fu Jen Catholic University, Taipei, Taiwan.
‘The failure of RBS and HBOS: a case for disqualification’ 8 May 2014, International Symposium on Corporate Governance and Financial Supervision, Fu Jen Catholic University, Taipei, Taiwan.
‘Reforming Insurance Contract Law’ Hong Kong Maritime Law Association, 10 June 2013.
‘The Reform of the Doctrine of Utmost Good Faith in the UK: Implications for HK’ Hong Kong Insurance Law and Practice Conference, HKU, 6 June 2013.
‘Modelling Directors’ Duties: Lessons from the UK’ Tenth International Commercial Law Symposium, Tsinghua University, Beijing 31 October 2010.
‘Reforming the Structure of Directors’ Duties: Lessons from the UK’, Tenth International Symposium, Tsinghua University, Beijing, 30 October 2010.
Invited discussant ‘The Law Commissions’ Review of Insurance Contract Law’, Beachcroft LLP, 12 July 2010.
‘Beyond the Crisis: Current issues in Corporate Governance – Directors’ Liability for Breach of Duty’, Slaughter & May and UCL Centre for Commercial Law Seminar Series, 12 May 2010.
‘Private Companies and Corporate Finance under the Companies Act 2006: what lies ahead? Slaughter & May and UCL Centre for Commercial Law Seminar Series, 25 November 2009.
‘Policy and Theory in Securities Regulation’ Ninth International Commercial Law Symposium, Tsinghua University, Beijing, 27 October 2009.
Regulating Takeovers’ at the Eighth International Symposium, Tsinghua University, Beijing, 26 October 2009.
‘Re-assessing Governance in the Financial Sector’ Company Law, Corporate Governance and the Banking Crisis UCL, Centre for Commercial Law, 16 October 2009
‘Executive remuneration’ – Workshop at the University of Cambridge in association with Sydney Law School and Vanderbilt University, 8 May 2009.
The Duty of Loyalty under the [UK] Companies Act 2006: Bridging the Accountability Gap of Directors through Narrative Reporting’. Paper delivered to the Australian Corporate Law Teacher’s Association, Sydney, Australia, 3 February 2009.
‘Regulating Takeovers’ at the Eighth International Symposium, Tsinghua University, Beijing, 26 October 2008.
‘Policy Considerations Underpinning UK Company Law Reform’ Staff Seminar, School of Law, Tsinghua University, Beijing, 25 October 2008.
Invited Panel Member & Discussant at the Law Commission’s Seminar on ‘Reforming Insurable Interest’ 26 February 2008 (held at Beachcroft LLP, London)
‘The Limits of Directors’ Liability for Corporate Fault: a UK Perspective’ 14 December 2007, Monash University.
‘Constructing an ideal business vehicle for small businesses: the Limitations of the Third Way’ at the Seventh International Symposium (2007), Tsinghua University, Beijing, 20 October 2007.
‘The Law Commissions’ Issues Papers on Insurance Contract Reform’ 25 June 2007, Ince & Co, London.
‘The Ascendancy of UK Company Law: Centros and its progeny’ IALS, Italian Lawyers Association (in association with Beachcroft LLP) 25 July 2006.
‘Modern Trends in Insurance Law’, University of Surrey, School of Law, 21 June 2006.
‘Constructing an Economically Efficient Company Law Regime.’ Paper presented to the Commercial Law Association of Wales, 22 November 2005.
‘Centros Revisited.’ Paper presented at the German Lawyer’s Association (DAV), Verdrängt Das Europäische Recht Das Nationale Gesellschaftsrecht, held at the University of Cologne, 30 October 2003.
‘Corporate Social Responsibility’. Paper presented at the University of Warwick for a three day conference, Corporate Risk, organised by the Professor Rob Baldwin of the LSE, 17 April 2003.
‘Rethinking Insurable Interest’. Paper presented at the Commercial Law and Commercial Practice Seminar, LSE (with Dr Philip Rawlings). The commentators for this paper were Sir Jonathan Mance (Court of Appeal) and Adrian Hamilton QC., 29 November 2002
‘Relieving Director’s Breach of Duty.’ Paper presented at the Commercial Law and Commercial Practice Seminar, LSE, 29 November 2002.
‘The Continuing Value of Relieving Directors under section 727 of the Companies Act 1985.’ Public Lecture delivered at the IALS, 10 June 2002.
‘Directors’ Duties and Conflicts of Interest’. Paper presented to National Securities Markets Association Conference, Moscow, 23 April 2002.
‘Protecting Shareholder Rights.’ Paper presented to the Russian Federal Securities Commisssion for the Securities Market, Moscow, 3 December 2001.
‘Keeping Shareholders Informed.’ Paper presented to the Russian Federal Securities Commisssion for the Securities Market, Moscow, 4 December 2001.
‘Honest and Reasonable Breaches’. Paper presented at the Mansfield Symposium on Breach of Trust, All Soul’s Oxford. Commissioned by Professor Peter Birks, 19 April 2001.
Paper presented to the Faculty of Law, Hong Kong University – ‘Injecting Impartiality into the Ratification Process – The US Experience’, 29 January 1999.
Paper presented to Department of Law, SOAS, University of London – ‘Importing Candour into Directorial Accountability’, 8 July 1999.
Rapporteur for the paper delivered by Professor Paul Davies (LSE) Corporate Governance: the Future Developments in EC Law – SPTL Annual Conference, University of Manchester, 10 September 1998.
Discussant and Panel Member at the Conference Developments in Company Law: The Quest For An Ideal Form For Small Business – Institute of Advanced Legal Studies, University of London, 11 September 1997.
‘The Case for a Comparative Approach to the Teaching of Company Law’. Paper presented at the SLSA Annual Conference, Cardiff Law School, 4 April 1997.
‘Reconstructing Shareholder Actions : A Response to the Law Commission’s Consultation Paper – Shareholder Remedies’. Paper presented at the Institute of Advanced Legal Studies, University of London 13 December 1996.
‘The Shifting Boundaries of Directors Fiduciary Duties’. Paper presented at the SPTL (now SLS) Annual Conference, Cardiff Law School, 13 September 1995.