Should Companies Be Criminally Liable for Their Activities Essay

Word limit: Your essay should be no more than (maximum) 3,000 words long.

Question: Should companies be criminally liable for their activities?

Instructions: Ensuring that you have a thesis statement, i.e., what are you trying to show in the essay. Make sure to address arguments for and against your thesis, provide your own opinions, and make sure to come to a conclusion. Please note that in order to achieve a first class mark, you will need to include both primary and secondary sources. Please make sure to cite sources properly using OSCOLA

– DO NOT GO TOO MUCH OUTSIDE THE INFORMATION DID IN CLASS

The topic covered in this modules were:

– Corporate Governance

-Corporate Criminal Law

– IP Law: Patents

– Financial Regulation

– Employment Law

– Insolvency Law

CONTEMPORARY ISSUES IN
LAW AND BUSINESS
CORPORATE CRIMINAL LIABILITY
Lecture 3
Dr S Perera
School of Law
QMUL
OBJECTIVES
! Gain an overview of the features of the corporate form:
! Our focus will be on separate legal personality
! Understand the conflicting goals and responsibilities of companies in society
! Our focus will be on corporate crime and corporate social responsibility
2/3/22
S PERERA
TOPIC OVERVIEW
!What is separate legal personality?
!Corporate Criminal law: principles and scope
!What role does law play to hold companies accountable?
!Corporate Social Responsibility:
!Are companies capable of social and ethical behaviour?
!Does law have a role to play?
2/3/22
S PERERA
WHAT IS ‘TO INCORPORATE’?
Originally, corporations were formed by grant of chartered status – first by the Crown, and
later by Parliament (passing special Acts). [Lecture 1]
Most companies today are formed under the CA 2006 by a process of application and
registration.
If the Registrar of Companies accepts an application to incorporate, a certificate of
incorporation is issued which states both the fact that a company has been incorporated and
the date of such.
! Under CA 2006, s 15(4), the certificate is (for all intents and purposes) conclusive evidence of valid
incorporation.
CA 2006, s 16(3) provides that, from the date of registration, if the co is a private co, it
becomes ‘capable of exercising all the functions of an incorporated company’.
! This ensures that the co must be recognised for legal purposes as having the capacity of a legal person
(explored in Salomon v Salomon). It can then begin to trade.
2/3/22
S PERERA
LEGAL EFFECT OF INCORPORATION:
SEPARATE LEGAL PERSONALITY
The registered company has its own legal personality. This means that the things it
does can have effect in law. The company can do such things as:
!
!
!
!
Own property (see Macaura v Northern Assurance Co Ltd [1925] AC 619)
Enter into contracts of legal effect (see Salomon, discussion to follow)
Sue and be sued in civil law
Breach the criminal law
Given that the company has these characteristics, it is not dependent upon other legal
persons to give effect to its actions
! (except insofar as the company, having no ‘arms and legs’, must act through delegates, agents and
employees (see Visc Haldane in Lennard’s Carrying Co Ltd v Asiatic Petroleum Co Ltd (1915)).
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY: THE
IMPLICATIONS
MACAURA V. NORTHERN ASSURANCE CO. (1925)
Purchase of Timber
Irish Canadian
Saw Mills Ltd.
Mr. Macaura
Timber
Insurance Policy
42,000 shares of £1 each (fully paid)
Also unsecured creditor £19,000
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY:
SALOMON V. SALOMON & CO. (1897)
Salomon, the leather merchant
2/3/22
Salomon & Co. Ltd
S PERERA
SEPARATE LEGAL PERSONALITY
SALOMON V. SALOMON & CO. (1897)
Shareholders
Trade Creditors
!
!
!
!
Provide finance
Mr Salomon
Wife
Four sons
Daughter
A Salomon & Co Ltd.
Directors
! Mr Salomon
! Two sons
Employees
! Mr Salomon
! Four sons
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
SALOMON V. SALOMON & CO. (1897)
! Salomon valued his business at £39,000
! When A Salomon & Co Ltd was incorporated (rough figures):
! £20,000 in shares issued to Salomon
! £10,000 in debentures issued to Salomon – secured against co assets
! £9,000 paid over in cash – paid off £8000 of his personal debts (his gain being £1000)
! £39,000 total
! Trouble struck the industry
! Broderip lent the company £5000
! £10,000 of Salomon’s debentures assigned to Broderip
! Broderip was repaid; Salomon sought to redeem £4000 against company
! Unsecured trade debts had accumulated worth £7733
! Company assets were insufficient to pay both Salomon (who was now also a creditor) and trade
creditors
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
Salomon v A Salomon & Co Ltd (1897)
! Contest over company assets at date of liquidation:
! Mr Broderip – owed £5000; secured by £10,000 debentures
(2)
Debentures
go back
to
Salomon
Broderip
Salomon
(1) Paid
£5K
(3) Sought
£4000
A Salomon & Co Ltd.
(assets insufficient to
pay all creditors
including Salomon)
(4)
Claimed
£7733
!
! Trade creditors
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
Salomon v A Salomon & Co Ltd (1897)
Mr Salomon was
! operating de facto a one-person comapny; and
! structured co finances so that he was not only majority shareholder but also a secured creditor of the
company
Question: whether the court would
! enforce the financing arrangement and allow Salomon to be paid before the unsecured trade
creditors; OR
! make Salomon contribute personally to payment of debts to external parties
In part, the answer depended on whether the court would recognise Salomon &
Co as a separate entity, and competent to deal with Mr Salomon.
! The liquidator argued that the whole arrangement was a sham and an abuse of the privilege of
incorporation.
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
Salomon v A Salomon & Co Ltd (1897) (CA)
Lindley LJ: ‘… the other members of the co have practically no interest in it and their names
have merely been used by Mr Salomon to enable him to form a company, and to use its name
in order to screen himself from liability’; ‘If the legislature thinks it right to extend … limited
liability to sole traders, it will no doubt do so with such safeguards, if any, as it may think
necessary. But until the law is changed such attempts as these ought to be defeated…’
Lopes LJ agreed: ‘It was never intended that the co to be constituted should consist of one
substantial person and 6 mere dummies, the nominees of that person, without any real
interest in the co. The Act contemplated the incorporation of 7 independent bona fide
members, who had a mind and will of their own, and were not the mere puppets of an
individual who, adopting the machinery of the Act, carried on his old business in the same way
as before, when he was a sole trader. To legalise such a transaction would be a scandal’.
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
Salomon v A Salomon & Co Ltd (1897) (HL)
Lord Halsbury LC: the question was whether a company had been validly created –
a matter of statutory construction. Companies Act created a regime for
incorporation and limited liability and this regime had been complied with. There was
no requirement that shareholders own any more than one of the issued shares – no
matter how many the dominant holder would take. ‘If they are shareholders, they are
shareholders for all purposes’.
Lord Macnaghten said that the Act required 7 corporators and 7 there were. It did
not matter that 6 were connected to the majority holder. The reality is that many
companies were formed by nominal holders making up the numbers.
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
Salomon v A Salomon & Co Ltd (1897)
Lord Macnaghten: ‘The company attains maturity on its birth. There is no period of
minority – no interval of incapacity. I cannot understand how a body corporate thus
made “capable” by statute can lose its individuality by issuing the bulk of its capital
to one person’.
Lord Halsbury: ‘Once the company is legally incorporated it must be treated like any
other independent person with its rights and liabilities.’
Lord Macnaghten: ‘The company is at law a different person altogether from the
subscribers to the memorandum; and, though it may be that after incorporation the
business is precisely the same as it was before, and the same persons are the
managers, and the same hands receive the profits, the co is not in law the agent of
the subscribers or trustee for them. Nor are the subscribers as members liable …
except to the extent and in the manner provided by the Act’.
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY
Salomon v A Salomon & Co Ltd
Thus, company was:
! a separate legal person,
! competent to deal with others including its controlling shareholder,
! not to be treated as the mere agent of its controlling shareholder.
HoL had to treat the transaction undertaken by the co as valid. It had entered into
a valid financing agreement with its founder. Thus, Salomon was able to recover
from the sale of the company’s assets in priority to unsecured creditors.
Lord Macnaghten noted that the unsecured trade creditors ‘had full notice that
they were no longer dealing with an individual…’ who would have unlimited
liability. The trade creditors ‘only have themselves to blame for their misfortunes’.
Result: Salomon to be paid first
2/3/22
S PERERA
CONSEQUENCES OF THE DECISION
Before Incorporation
After Incorporation
Mr. Salomon personally liable for the debts of the
leather merchant business
Mr. Salomon not personally liable for the debts of
Salomon & Co.
As secured creditor (secured debenture), has first rights
to assets of business if company fails before unsecured
creditors
2/3/22
S PERERA
PIERCING THE CORPORATE VEIL
“The company is a separate entity distinct from its members.
“Therefore, can the company be used to commit fraud, or as a façade for fraudulent
activities?
“No, the courts have created exceptions to the separate entity doctrine if the company has been used
to commit fraud. This is known as ‘lifting the veil of incorporation’.
“Example: case of Jones v Lipman (1962)
Mr L contracts to sell land to Mr J and then changes his mind.
Mr L then sets up a Company and conveys land to company to defeat Mr J’s decree of specific performance.
Mr L had set up company to defraud Mr J and therefore, is personally liable and must perform the contract.
” What is piercing the corporate veil? It is where the Courts or the Statute will disregard the
separate legal personality of the company and hold those behind the company (i.e. the members)
liable for its debts and obligations.
2/3/22
S PERERA
SEPARATE LEGAL ENTITY OF A
COMPANY AND CORPORATE CRIME
#The courts have been quick to pierce the corporate veil if the company is used as a
façade to conceal corporate activity.
#Re K and Others (2005)where Customs and Excise successfully restrained the assets of 2 companies
under the POCA 2002 as part of investigation into a smuggling conspiracy. The veil was permitted to
be pierced.
#Can the Company be prosecuted for any crimes committed in the course of carrying
out the company’s business?
#Historically, it was thought that criminal liability should be confined to natural persons (focus on
personal liability)
#Today – this should be permitted if the company is a separate legal entity.
#At common law there was acceptance of this after Zeebrugge ferry disaster in 1987 and P&O was
convicted of manslaughter. (you can read about this at https://www.bbc.co.uk/news/ukengland-39177104)
#The Corporate Manslaughter and Homicide Act (2007) creates a new offence of corporate
manslaughter.
2/3/22
S PERERA
CMCH ACT 2007
Section 1 The offence
(1)An organisation to which this section applies is guilty of an offence if the
way in which its activities are managed or organised—
(a) causes a person’s death, and
(b )amounts to a gross breach of a relevant duty of care owed by the
organisation to the deceased.
(2)The organisations to which this section applies are—
(a)a corporation; …
(3)An organisation is guilty of an offence under this section only if the way
in which its activities are managed or organised by its senior management
is a substantial element in the breach referred to in subsection (1).
Section 2 Meaning of “relevant duty
of care”
(1) A “relevant duty of care”, in relation to an organisation,
means any of the following duties owed by it under the law of
negligence—
(a)a duty owed to its employees or to other persons working for
the organisation or performing services for it;
(b)a duty owed as occupier of premises;
(c)a duty owed in connection with—
! (i)the supply by the organisation of goods or services (whether for
consideration or not),
! (ii)the carrying on by the organisation of any construction or
maintenance operations,
! (iii)the carrying on by the organisation of any other activity on a
commercial basis, or
! (iv)the use or keeping by the organisation of any plant, vehicle or other
thing;
(d)a duty owed to a person who, by reason of being a person
within subsection (2), is someone for whose safety the
organisation is responsible.
2/3/22
S PERERA
CASES THEREAFTER
#Cotswold Geochemical Holdings (2011)
The question asked of the Jury: has the company fallen far below the relevant legal
duty towards the deceased, causing his death? This was answered in the affirmative.
#Many of the cases thereafter have been with respect to deaths caused to
employees.
#But cases thereafter, have extended to consumers such as elderly care home patients
2/3/22
S PERERA
THE ROLE OF LAW IN CORPORATE
CRIMINAL LIABILITY
$The general rule for attributing liability to companies in criminal law is the ‘identification principle’.
$ There are exceptions to this: strict liability offences (environment) and also specific offences such as bribery.
$Identification principle states that where a particular mental state is required, only the acts of a senior person
representing the company’s “controlling mind and will” can be attributed to the company.
$In practice, this is limited to a small number of directors and senior managers.
$Concern that the identification principle does not adequately deal with misconduct carried out by and on
behalf of companies.
$ it has proved disproportionately difficult to prosecute large companies such as banks for economic crimes committed in their names,
by senior managers, for the company’s benefit.
$ In practice, it can be much easier to hold a small company to account for wrongdoing than a large business where responsibility for
decision-making is more diffuse.
$ impression that large companies are immune from the criminal law is liable to undermine respect for the rule of law
$Subject of current review by Law Commission
$ https://www.lawcom.gov.uk/project/corporate-criminal-liability/
2/3/22
S PERERA
SEPARATE LEGAL PERSONALITY OF THE
COMPANY & SOCIAL AND ETHICAL
RESPONSIBILITIES
Shareholder
primacy
Contractual view and
therefore non-shareholder
constituents can bargain
Additional entitlements for
non-shareholder groups is
socially detrimental to the
functioning of the market
2/3/22
Stakeholder theory
(enlightened
shareholder view)
If fiction from state – then
subject to public policy
choices
View of company as a real entity-corporate citizenship-because
company is real and different from the individual shareholders who
stand behind it, the company could pursue moral and ethical interests
that are different from those of its shareholders (Dodd and Berle
debates)
S PERERA
THINK
”Are companies are capable of ethical and social responsibilities?”
!Rationale/background;
!Both sides of the argument;
!Examples:
!Opinion
2/3/22
S PERERA
CONTEMPORARY ISSUES IN
LAW AND BUSINESS
COMPANY LAW
Lecture 2
Dr S Perera
School of Law
QMUL
OBJECTIVES
! Gain an overview of the types of Business Organisations
! Understand the agency conflict – between shareholders and directors of the
company.
! Be able to evaluate the roles of shareholders and management within a company
TOPIC OVERVIEW
!What are the different types of business organisations in the UK ?
!Focus thereafter is on companies:
!What is the role of Company Management-the directors?
!What is the role of shareholders in a Company?
!What is the agency conflict?
!What role does law play to minimise this conflict?
BUSINESS ORGANIZATIONS IN THE
UK
Sole Traders
LP
Non-Corporate
Partnerships
LLP
Business
Organizations
Listed on an
exchange/
quoted
Public (plc)
Corporate
Company
unlisted
Private (Ltd)
NON-CORPORATE FORMS OF
BUSINESS
Simple forms include:
! Sole trader
! Partnership
Sole Trader
!
!
!
!
!
little formality
a person runs a business and owns its assets personally
trader is personally responsible for contracts/obligations
personal assets are at risk when debts not paid
business income taxed as personal income
5
NON-CORPORATE FORMS OF
BUSINESS
Partnership
! Two or more persons carry ‘on a business in common with a view of profit’: Partnership Act 1890, s 1
! Forms by agreement in writing/oral. Few formalities
! Please note the Corporate Transparency and Register Reform which is taking place: https://
assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/919356/corporatetransparency-register-reform-consultation-government-response.pdf
! Agency and contracting: Each partner is principal and agent for other partners: PA 1890, s 5. Each is
bound by acts of agents for normal business transactions.
! Exception – where counterparty knows that agent has no authority to act.
6
NON-CORPORATE FORMS OF
BUSINESS
Partnership
! Liability: No separate legal entity. Property purchased for business is partnership property: PA
1890, s. 20. If p/ship fails, its property is used to satisfy debts. If assets are inadequate,
creditors look to personal assets of partners. Partners share rateably in discharging debts. But if
assets of other partners are exhausted, the last solvent partner discharges remaining debts.
! Each partner is responsible for own tax affairs; thus, p/ship profits are divided and each partner
declares that much of the profit received as personal income.
7
NON-CORPORATE FORMS OF
BUSINESS
Partnership
! Protections: Given personal liability, partners are fiduciaries – must act in good faith and for
common good of p/ship. (But their more specific fiduciary duties can be altered by agreement.)
! Reconstitution and dissolution: P/ship dissolves every time a partner enters or exits; a new
agreement must be made. But p/ship agreement usually provides for continuance (‘automatic
novation’).
! When a partner leaves firm, (s)he can be released from liability for p/ship debts. But discharge
occurs only after notice to all creditors/clients: PA 1890, s 17.
! A partnership might be wound up also by agreement of partners. The partners realise firm’s
assets and discharge its debts (or appoint an insolvency practitioner to do so).
8
NON-CORPORATE FORMS OF BUSINESS
Hybrid organisations
! Limited Partnerships (LP)
! LP must be registered.
! Features active and passive partners.
! Non-managerial (passive) partners:
! cannot bind partnership to external obligations; but
! enjoy limited liability
! Limited Liability Partnerships (LLP)
! LLP’s main similarity to p/ship is in internal decision-making by partners as equals and in taxation
of profits.
! Otherwise:
! LLP is a body corporate
! Partners can limit liability for trading debts (but remain liable for torts they commit).
9
COMPANIES LIMITED BY SHARES
(THERE ARE OTHER TYPES BUT WE WILL ONLY FOCUS ON THOSE LIMITED BY
SHARES)
Shareholders own shares in the company
Their liability is limited to the amount, if any, unpaid on the shares held
by them’; s3(2) Companies Act 2006
Companies limited by shares may be public or private companies
2/1/22
10
PUBLIC (PLC) VS. PRIVATE
COMPANIES (LIMITED)
Public companies can sell their shares to the public and require a
trading certificate authorizing them to sell shares to the public
Private companies cannot sell their shares to the public (CA s.755)
2/1/22
11
PRIVATE COMPANIES
“Ownership is via shareholding.
“A share is a claim to certain rights regarding the co, usually (but not always) including rights to vote at
meetings and to share in dividends of the co.
“S/holders appoint directors to oversee running of the co; must be a minimum of 1
director. The director(s) then appoint persons to actually run the co – managers and
employees.
“The private company has a restricted ability to obtain finance for its operations. It
may borrow money from financial institutions; but may not raise money from the public
in general. Shares are not offered to the public and thus are not traded on open
markets.
12
PUBLIC COMPANIES
#It must be a co limited by shares. It can issue shares/securities to the general public
in accordance with Financial Markets and Services Act 2000; subject to regulation by
the Financial Conduct Authority (FCA).
#There is the potential for public co shares to be traded on a market, such as London
Stock Exchange. Such co’s will be subject to FCA’s Listing Rules
#LRs give ‘investors an accreditation indicating that those issuers adhere to a range of standards on
governance and investor protection’
#Even if these steps are not taken, public co is still subject to significant regulation
under CA 2006 reporting requirements. These provide protection for various
stakeholders – esp. creditors.
13
(1)WHY CHOOSE THE CORPORATE FORM?
Separate legal entity: co is a person in law separate from the owners/managers.
! Co holds property and facilitates its sharing.
! No need to re-transfer property with every change in membership.
! Co enters into contracts, can sue and be sued.
! This reduces personal risks for owners.
Perpetual succession: co is a legal person that continues until de-registered; it can continue
without ownership/management of original corporators.
! As a separate legal entity with perpetual succession, co can be a store of value and be bought and sold when
shares are transferable.
14
(2) WHY CHOOSE THE CORPORATE FORM?
S/holders typically have limited liability; those who bring actions against company cannot
go past it to reach into pockets of s/holders. Liability is limited to the amount outstanding on
value of shares. However, there are exceptions – eg, unlimited co.
Sole trader
Company form
Company
Assets
Creditor
Assets
15
(3) WHY CHOOSE THE CORPORATE FORM?
Specialised management (this is our focus doe today)
! S/holders provide capital and elect directors to run co.
! S/holders can invest in a number of co’s without need for constant oversight of all investments.
Potential economic benefits.
16
WHY CHOOSE THE CORPORATE FORM?
Other business forms
Sole trader
! Personally liable for business debts
Partnership
The company
One or more shareholders
Created by registration
! Two or more persons
! Members personally liable for business debts
Perpetual succession
LLP (Limited Liability Partnership)
Shareholders have limited liability
Trust
Allows separation of ownership and
management
! Two or more persons; ‘partners’ have limited liability for
trading debts
Separate legal entity
! Created by trust deed; property held by trustee on trust for
beneficiaries; trustee personally liable with right of
indemnity
17
DIRECTORS AND SHAREHOLDERS
Director
A person occupying the position as a
director
Executive
Non-executive directors
Directors are responsible for the
management of the company
For this purpose they may exercise all
the powers of the company;
Shareholders: or sometimes called members of the
company (when the company has no share capital)
and are the investors of the company.
#What is their role within the company?
#They have invested the capital
#What rights do they have?
#Right to vote (as a general meeting)
#Right to dividend (profits) when declared;
#Right to transfer their shares/exit : in private
companies this is always not possible
#Right to a residual return of capital (if
company is solvent)
WHAT IS THE AGENCY CONFLICT
OR THE AGENCY COST PROBLEM?
Agency costs arise due to
Agents i.e. self-serving
managers (directors) act in
their own interest and not in
the interests of the Principal.
Self interested
management
Passive
Investor
How does this arise?
Large or controlling
shareholders (also
the management)
Minority
shareholders
THINK
! Think of examples/illustrations of the agency problem
!E.g. remuneration of management
!How do you align the interests of agents with the principal (in a corporate setting)?
!Legal strategies
!Others
OSCOLA Style
Referencing with Confidence
As used in:
York Law School
Contents
Using this guide
1
Why reference?
1
Frequently asked questions
2
Further resources
6
Referencing examples
7
Most common abbreviations
14
integrity@york.ac.uk
www.york.ac.uk/integrity
@University of York 2017
Referencing with confidence: The OSCOLA Style 1
Using this Guide
This guide is intended to help you understand how to use source material effectively in this
referencing style. It outlines the general features of the style, but it is important that you follow
your department’s specific guidelines as there are some different interpretations and
requirements that might be specifically required within your discipline. The guide has been
compiled using the official 4th edition OSCOLA publication. You will find other examples of this
style on the University website at www.york.ac.uk/integrity.
Why Reference?
Citing and referencing source material is a crucial aspect of academic writing. You will probably
be aware that plagiarism (using someone else’s work as though it were your own) is a serious
form of academic misconduct and it must be avoided at all costs. Referencing accurately and
consistently is an important part of ensuring the distinction is clear between your words and the
words and ideas of others in your assignments.
In-text citation is included in the body of your text and is there to directly show the reader
where an idea, piece of information, and/ or a quotation are from. The reader will then be able
to match the source cited in the text to the full reference given in your works cited/ bibliography
where full details of the publication are presented.
Citing of source materials within your assignment is useful and beneficial to supporting your
argument. However, be selective. Do not just use as many references as you can in a bid to
impress the marker that you’ve read a massive amount. Your references should be relevant and
integral to your argument, that is, you discuss or critique them in your writing.
For example, if you:
 Include data from your reading (eg tables, statistics, diagrams)
 Describe or discuss a theory, model or practice from a particular writer
 Want to add credibility to your argument by bringing in the ideas of another
writer – for or against
 Provide quotations or definitions in your essay;
 Paraphrase or summarise information which is not common knowledge
integrity@york.ac.uk
cite the
source
Referencing with confidence: The OSCOLA Style 2
Frequently asked questions
 What is OSCOLA?
The Oxford Standard for Citation of Legal Authorities (OSCOLA) (currently in its fourth edition) is
the main source of authority you need to follow. It is a standard for use in law developed at
Oxford University and adopted widely by law schools and publishers. OSCOLA uses footnotes at
the bottom of each page for in-text citation, with full references organised in a bibliography at
the end of the document and grouped according to different types of source.
The full guidance is available in the OSCOLA 4th edition available at
www.law.ox.ac.uk/publications/oscola.php.
If you are citing international law, you should see:
https://www.law.ox.ac.uk/sites/files/oxlaw/oscola_2006_citing_international_law.pdf
Parts of this guide direct you to the OSCOLA guide where you see, for example, “see OSCOLA
1.5”.
 How do I cite sources using footnotes?
To insert a citation into your writing, whether you are directly quoting or indirectly referring to a
source (paraphrasing or mentioning an idea), you will need to add a footnote. The superscript
footnote within the text should appear at the end of a sentence and after the punctuation. For
example:
Neville states that The Oxford University Commonwealth Law Journal was involved in developing the OSCOLA
1
referencing system.
—————————————————–1
Colin Neville, The Complete Guide to Referencing and Avoiding Plagiarism (2nd edn, OU Press 2010).
(Where you cite an author of a secondary source their name should appear as it does on the
publication with first name/ initials before surname).
For multiple references within one footnote use semi-colons to distinguish between them and
put them in chronological order with the oldest first. For example, this footnote refers to two
cases:
____________________________
1
R v White [2010] EWCA Crim 978 (CA (Crim Div)); R V Adam [2011] EWCA Crim 865 (CA (Crim Div))).
If one or more references are more relevant than the others put these first and then ‘see also’.
For example:
______________________________
2
Rudi Fortson, Misuse of Drugs: Offences, Confiscation and Money Laundering (5th edn, Sweet & Maxwell 2005);
Barbara Vettori, Tough on Criminal Wealth (Springer 2006). See also Peter Alldridge, Money Laundering Law (Hart
Publishing 2003).
Also, order the sources with legislation before cases, and primary sources before secondary.
For more detailed information, see OSCOLA 1.1 and 1.2
Referencing with confidence: The OSCOLA Style 3
 How do I Effectively Cite Quotations?
You need to be very precise when using quotations. If the quotations are less than three lines
use single quotation marks and include within the text. For example:
In-text
Narcotics contribute greatly to the black economy, for example ‘the value of illegal drugs transactions has been
24
estimated at up to £1.5 billion annually’.
Footnote
___________________________
24
Peter Alldridge, Money Laundering Law (Hart Publishing 2003) citing HC Deb 30 October 2001, vol 373, col 757.
If longer than three lines, use an indented paragraph, no quotation marks and a line space above
and below. For example:
In-text When asked about the role of a newspaper’s proprietor Rupert Murdoch said:
Yes, I think sometimes it’s overestimated, but certainly they have power. Let’s face it, if an editor is sending a
newspaper broke, it is the responsibility of the proprietor to step in for the sake of the journalists, for the sake of
25
everybody.
Footnote
_________________________________
25
Leveson Inquiry: Culture, Practice and Ethics of the Press, Transcript of Morning Hearing 25 April 2012 page 17,
6-11 accessed 21 May 2012.
For more detailed information, see OSCOLA 1.5
 How do I use abbreviations?
OSCOLA abbreviates a wide range of legal sources and institutions. Do not use punctuation when
using an abbreviation. For example, the Director of Public Prosecutions should appear as DPP
not D.P.P. There is also a small guide on the back page of this guide. For a comprehensive list of
legal abbreviations, use the Cardiff index: www.legalabbrevs.cardiff.ac.uk.You can search by
abbreviation to find the title, or by title to find the abbreviation.
For more detailed information, see OSCOLA Appendix 4.2
 What are pinpoints, how do I use them and page numbers?
A pinpoint is a precise reference to the part of a judgment or report through numbered
paragraphs or page numbers. There are a number of ways you can pinpoint specific details
within publications, depending on what the publication is. When citing more than one
paragraph, place the numbers in square brackets. In this first example the pinpoints are at the
end to paragraphs 42 and 45 of the case:
1
Callery v Gray [2001] EWCA Civ 1117, [2001] 1 WLR 2112 [42], [45]
integrity@york.ac.uk
Referencing with confidence: The OSCOLA Style 4
In this example for a secondary source the page number 131 is given at the end:
2
Colin Neville, The Complete Guide to Referencing and Avoiding Plagiarism (2nd edn, OU Press 2010) 131.
For more detailed information, see OSCOLA 2.1.6 and OSCOLA 4.2.5
 What is cross citation?
Cross citation is when you are referring to discussion in another part of your writing, for example
on an earlier page or in a previous chapter. It is good practice to use cross citation as little as
possible. Try to be specific and use a specific footnote number (For example See n 52 for the
footnote. OR: See text to n 22.)
For more detailed information see OSCOLA 1.2.2
 How do I cite a source I have already used in my writing?
For a case, cite in full the first time. For further references to the case, use a short form of the
case name and a cross-citation in brackets to the original footnote. For example:
___________________________________________________
1
Niemietz v Germany (1992) 116 EHRR 97 (If the case name is included in the text, omit it in the
footnote).
________________________________________________________2
ibid [8] – [10] (If the subsequent citation is directly after
the full citation, simply use the term ‘ibid’. If pinpointing specific paragraphs, place these in
square brackets).
________________________________________________________
8
Niemietz (n 1) (When referring to a previous citation a number of footnotes back, use the short
version of the case and add n as an abbreviation signposting the number of the footnote).
For subsequent citation of legislation, abbreviations are acceptable. For subsequent citation of
secondary sources, you only need the author’s surname.
For more detailed information see OSCOLA 1.2
 What is secondary referencing and how do I use it?
This means referring to a source you have not read that you have found within another source
that you are using. Try to avoid secondary referencing as it is always preferable to use the
original source and you should always try to locate this.
If you find you have to use secondary referencing, in the footnote cite the source you have read,
followed by ‘citing’… For example:
Peter Alldridge, Money Laundering Law (Hart Publishing 2003) citing Hentrich v France (1994) 18 EHRR 40).
Referencing with confidence: The OSCOLA Style 5
In the bibliography insert only the source you have read. There is no specific guidance on this
within OSCOLA.
 How do I name judges?
When referring to a judge within a case, use the judge’s surname followed by the correct
abbreviation. (Mr or Mrs Justice Smith should be called Smith J in your text).
The exception to this rule is when the judge holds a title. A Court of Appeal Judge who is Lord or
Lady Smith should be referred to as Smith LJ.
A House of Lords judge should be referred to as Lord or Lady Smith and should not be
abbreviated.
A Supreme Court judge should be referred to as Lord Smith SCJ.
The Lord Chief Justice can be abbreviated to Lord Woolf CJ.
For more detailed information see OSCOLA 2.1.7
 Should I reference Westlaw or Lexis Library in my citation, if this is where I found the case
law, legislation or journal article?
No – you do not need to include any information about Westlaw or Lexis Library in your
citations, as this is just the portal through which you accessed the report, legislation or article.
Simply reference the relevant source as you would a paper copy.
 Should I use Latin terms within my footnotes?
The only Latin term that is acceptable to use within the OSCOLA style is ‘ibid’, for the instances
when you are referring to the same source in consecutive footnotes. Do not use other terms
such as supra, op cit, loc cit.
For more information see OSCOLA 1.2.3 u
 Do I provide a bibliography or reference list and how do I compile it?
A bibliography contains all materials you have consulted for your assignment and a reference list
includes only those sources you have actually cited in the work. You should include a reference
list at the end of your assignment.
The reference list should be ordered into separate sections for Primary Sources (Table of Cases
and then Table of Legislation) and lastly Secondary Sources. Each list of sources should be
alphabetical and should not be numbered. Cases and Legislation should be arranged
alphabetically by title. Secondary sources should be alphabetical by surname of the author.
Author citation differs from citation in footnotes as the surname comes first in a reference list
and an initial is used, not the full name.
For example:
Footnote:
_________________________________________
1
Adam White, The Politics of Private Security (Palgrave Macmillan 2010).
Reference list:
____________________________________
integrity@york.ac.uk
Referencing with confidence: The OSCOLA Style 6
White A, The Politics of Private Security (Palgrave Macmillan 2010).
Multiple works by one author should be listed with the works in chronological order. If the
author has more than one publication in one year, put these in alphabetical order by the first
major word of the title.
For more detailed information see OSCOLA 1.7
Further resources
See more examples for this style online: University of York referencing guides and A to Z of
examples www.york.ac.uk/integrity
‘Referencing the Discussion’ tutorial available in the Academic Skills Tutorials module on
Yorkshare http://vle.york.ac.uk
The Fourth Edition of the Oxford Standard for Citation of Legal Authorities (OSCOLA):
www.law.ox.ac.uk/publications/oscola.php
The OSCOLA quick reference guide: www.law.ox.ac.uk/published/OSCOLA_Quick_
Reference_Guide_001.pdf
OSCOLA 2006 Citing International Law Sources Section: www.law.ox.ac.uk/published/
OSCOLA_2006_citing_international_law.pdf
The Cardiff Index of Legal Abbreviations: www.legalabbrevs.cardiff.ac.uk
Useful OSCOLA tutorials: http://www.referencing.port.ac.uk/docs/cite4.php
UWE Bristol has comprehensive referencing guides for OSCOLA, including an OSCOLA quiz to test
your understanding of the style.
http://www1.uwe.ac.uk/students/studysupport/studyskills/referencing/oscola.aspx
Referencing with confidence: The OSCOLA Style 7
Referencing examples
Primary sources
CASE LAW
 Neutral citations (referring to a judgment independently of the report)
Case name
[Year]
Court
Number
(Division)
|
|
|
|
|
R v Thakrar (Miran)
[2010]
EWCA Crim
1505
(CA(Crim Div))
R v Thakrar (Miran) [2010] EWCA Crim 1505 (CA (Crim Div))
Notes: Case names should be in italics.
The date should be in round brackets when the date is not crucial because the
reports have an ongoing number sequence. The date should be in square brackets
when the report has several volumes in one year, as the year differentiates between
volumes.
For further information see the bailii website (www.bailii.org).
Within OSCOLA, see 2.1.1

Without a neutral citation (law report)
Case name (full)
|
Woolin
Year
Volume
Report
Page
Court
|
|
|
|
|
[1998]
4
All ER
103
HL
Woolin [1998] 4 All ER 103 HL
Notes: For abbreviations of all law reports, see Cardiff’s Index to Legal Abbreviation:
www.legalabbrevs.cardiff.ac.uk
When making detailed reference to a judgment and/or page, put this at the end of the citation.
So, if you want to include pinpointing about what a judge said and where this is in the law
report: add the page number first then the judge’s correct abbreviation in brackets: eg 273
(Smith LJ).
integrity@york.ac.uk
Referencing with confidence: The OSCOLA Style 8
When deciding which law report to cite, the Law Reports is the most authoritative. If the case is
not included, use the Weekly Law Report or All England Law Reports. The specialist law reports
can be cited if the case is not included in the preceding reports.
 European Court of Justice
Case number
|
Case T-162/06
Case name
[Year]
|
Kronoply v Commission
Report abbreviation
First page
|
|
|
[2006]
OJ
C212/30
Case T-162/06 Kronoply v Commission [2006] OJ C212/30
Notes: These can be found at http://curia.europa.eu/jcms/jcms/j_6/
For further information see OSCOLA 2.6.2.
 European Court of Human Rights
Judgments
Shalk v Austria App no 30141/04 (ECtHR, 24 June 2010)
Notes: Reports can be found at www.echr.coe.int/ECHR/EN/Header/CaseLaw/Decisions+and+judgments/HUDOC+database
Before 1996, the reports were known as Series A and have a number. Simply include this in the
citation after the case name and date.
For further information see OSCOLA 2.7.1
Referencing with confidence: The OSCOLA Style 9
Legislation
PRIMARY LEGISLATION
 Statutes
Short title
Year
Section
(Sub-section)
(Paragraph)
|
|
|
|
|
Bribery Act
2010
s2
(1)
(b)
Bribery Act 2010 s 2 (1) (b)
Notes: Bribery Act 2010 would be the way you would refer to the statute in general, if you did
not need to include pinpointing to any specific part of the act.
The citation can be abbreviated if you are referring to the same act multiple times, as long as
this is flagged up to the reader, for example: Police and Criminal Evidence Act 1984 (PACE
1984).
For further information see OSCOLA 2.4.1
 Bills
Title of Bill
House
Session
|
Armed Forces HC Bill
[Running number]
Clause
|
|
|
(2011-2012)
[1]
Cl 2
Armed Forces HC Bill (2010–2011) [1] cl2
Notes: House of Commons bills have their running numbers put in square brackets. For House of
Lords bill running numbers have no brackets.
For further information see OSCOLA 2.4.5
integrity@york.ac.uk
Referencing with confidence: The OSCOLA Style 10
SUBORDINATE LEGISLATION

Statutory instruments (the detail within a statute)
Title
Year
Serial number
|
|
|
Taxation (International and Other Provisions) Act
2010,
SI 2010/2901
Taxation (International and Other Provisions) Act 2010, SI 2010/2901
Notes: These can be orders, regulations or rules, so you need to pinpoint the detail in question
by adding the appropriate abbreviation and number.
For further information see OSCOLA 2.5.1
EU LEGISLATION
 Treaties and protocols
Title of legislation
|
Consolidated Version of the Treaty
establishing the European Atomic
Energy Community
[Year]
OJ Series
|
[2010]
|
OJ
Issue/first page
first page
|
C84/11
Consolidated Version of the Treaty establishing the European Atomic Energy Community [2010] OJ C84/11
Notes: Older treaties are known as the C series. The exception to the above rule includes the
Lisbon Treaty, published in the L Series.
Referencing with confidence: The OSCOLA Style 11
 Regulations, directives, decisions, recommendations and opinions
Type of legislation
Number
Title
|
|
|
Council
[Year]
|
of 10 May 2001 fixing
the import duties in
the rice sector
924/2001
Regulation (EC)
OJ L issue / first page
[2001]
OJ L129/35
Council Regulation (EC) 924/2001 of 10 May 2001 fixing the import duties
in the rice sector [2001] OJ L129/35
Notes: The date follows the running number in regulations but precedes it in directives.
For further information see OSCOLA 2.6.1
Secondary sources
BOOKS
Author
|
Michael Jefferson,
Title
(Publisher Year)
|
|
Criminal Law
(Longman 2009)
Notes: The title should be in italics.
For a large reference book, such as Halsbury’s Laws of England, volume numbers need to be
included.
When pinpointing a page number (if paraphrasing or quoting), add this to the end of your
citation in the footnotes. For example 1Michael Jefferson, Criminal Law (Longman 2009) 42.
integrity@york.ac.uk
Referencing with confidence: The OSCOLA Style 12
 Books with multiple authors
Books with up to three authors: If the book has up to three authors, include ‘and’ in between
each author.
CMV Clarkson and HM Keating and SR Cunningham, Criminal Law: Text and Materials (7th edn, Sweet & Maxwell
2010)
Books with more than three authors: If a book has more than three authors, include ‘and
others’ after the name of the first author.
Dick Hobbs and others, Bouncers: Violence and Governance in the Night-time Economy (OUP 2005)
 Chapters in books
Philip Allott, ‘The Concept of International Law’ in Michael Byers (ed), The Role of Law in International Politics (OUP
2001)
 Journal article
When citing a journal article, the format for year of publication varies slightly. If the year of
publication indicates the volume number, place this within [ ], for example:
Adrian Keane, ‘Towards a Principled Approach to the Cross-examination of Vulnerable Witnesses’ [2012] Crim LR 407
If there is a separate volume number for the publication use ( ), for example:
Adrian Burrows, ‘The Relationship Between Common Law and Statute in the Law of Obligations’ (2012) 128 LQR 232
NB: In this second example, ‘128’ denotes the volume of LQR (Law Quarterly Review). For
further information see OSCOLA 3.3.1
 Official publications
If the reference is for a select committee from either house of parliament, give the name of the
committee as the author.
Children, Schools and Families Committee, Sure Start Children’s Centre (HC 2009-10, 130)
For command papers, start the reference with the name of the committee or other body that
produced the report.
Ministry of Defence, The Defence Strategy for Acquisition Reform (Cm 7796, 2010) para 1.3
 Case notes
David Thomas, ‘Sentencing: confiscation orders – Proceeds of Crime Act 2002’ [2011] Crim LR
164 (note)
If you refer to the case discussed in the text and then add a reference in the footnote, simply
omit the case name.
Referencing with confidence: The OSCOLA Style 13
Online sources
Online Journals
Diane Fahey, ‘Can Tax Policy Stop Human Trafficking?’ (2008-2009) 40 Geo J Int’l L accessed 26
April 2011
This is for referencing journals that are only published electronically. Many will not have page
numbers, but you can pinpoint with details before the URL and access information.
Websites with an author
Neil Addison ‘Malicious Communications’ (Harassment Law) accessed 26 April 2011
Websites without an author
‘Children Law’ (The Law Society) accessed 26 April 2011 accessed 26 April 2011
Newspaper articles
Hard copy
Neil Addison, ‘Privacy Law should be made by MPs, not Judges, says David Cameron’ The Guardian (London, 21 April
2011) 6
On-line
John Plunkett, ‘Andrew Marr Reveals he took out Superinjunction’ The Guardian (London, 26 April 2011)
accessed 26 April 2011
integrity@york.ac.uk
 Most Common Abbreviations
ABBREVIATION
MEANING
TYPE
AC
Law Reports (Appeal Cases)
American Journal of International Law
Law reports
AJIL
All ER
All England Law Reports
Law reports
BCC
British Company Law Cases
Law reports
BTR
British Tax Review
Journals
Ch
Law Reports (Chancery)
Law reports
CLJ
Cambridge Law Review
Journals
CLP
Journals
CLY
Current Legal Problems
Current Law Yearbook
CML Rev
Common Market Law Review
Journals
CMLR
Common Market Law Reports
Law reports
Conv
Conveyancer
Journals
Cr App R
Criminal Appeal Reports
Law reports
Cr App R (S)
Criminal Appeal Reports (Sentencing)
Law reports
Crim LR
Journals
EC Bull
Criminal Law Review
EC Bulletin
ECLR
European Competition Law Review
Journals
ECR
Law reports
EG
European Court Reports
Estates Gazette
EG
Estates Gazette
Journals
EHRR
European Human Rights Reports
Law reports
EIPR
Journals
EIRR
European Intellectual Property Review
European Industrial Relations Review
EL Rev
European Law Review
Journals
ER
English Reports
Law reports
EWCA Civ
Court of Appeal (Civil Division)
Neutral citation England and Wales
EWCA Crim
Court of Appeal (Criminal Division)
Neutral citation England and Wales
EWHC (Admin)
High Court, Administrative Court
Neutral citation England and Wales
EWHC (Admlty)
Neutral citation England and Wales
EWHC (Ch)
High Court, Admiralty Court
High Court, Chancery Division
EWHC (Comm)
High Court, Commercial Court
Neutral citation England and Wales
EWHC (Fam)
High Court, Family Division
Neutral citation England and Wales
EWHC (Pat)
High Court, Patents Court
Neutral citation England and Wales
EWHC (QB)
High Court, Queen’s Bench Division
Neutral citation England and Wales
EWHC (TCC)
High Court, Technology and Construction Court
Neutral citation England and Wales
Fam
Law reports
FLR
Law Reports (Family)
Family Law Reports
FSR
Fleet Street Reports
Law reports
Journals
Law reports
Journals
Law reports
Journals
Neutral citation England and Wales
Law reports
Referencing with confidence: The OSCOLA Style 15
ABBREVIATION
FTLR
ICLQ
ICR
ILJ
IRLR
JBL
JP
JPEL
JPL
LGR
Lloyd’s Rep
LMCLQ
LQR
LS Gaz
LS Gaz
LS Gaz
MLR
NLJ
OJ
OJLS
OUCLJ
P
P & CR
PL
PTSLR
QB
RPC
RTR
SC
SCCR
SCLR
SJ
SLT
STC
TC
UKHL
UKPC
UKSC
WLR
MEANING
Financial Times Law Reports
International & Comparative Law Quarterly
Industrial Cases Reports
Industrial Law Journal
Industrial Relations Law Reports
Journal of Business Law
Justice of the Peace Reports
Journal of Planning and Environmental Law
Journal of Planning Law
Local Government Reports
Lloyd’s Law Reports
Lloyd’s Maritime & Commercial Law Quarterly
Law Quarterly Review
Law Society Gazette
Legal Studies
Law Society Gazette
Modern Law Review
New Law Journal
Official Journal of the European Communities
Oxford Journal of Legal Studies
Oxford University Commonwealth Law Journal
Law Reports (Probate)
Property and Compensation Reports
Public Law
Public & Third Sector Law Reports
Law Reports (Queen’s Bench)
Reports of Patent Cases
Road Traffic Reports
Session Cases
Scottish Criminal Case Reports
Scottish Civil Law Reports
Solicitors’ Journal
Scots Law Reports
Simon’s Tax Cases
Tax Cases
House of Lords
Privy Council
Supreme Court
Weekly Law Reports
www.york.ac.uk/integrity
@University of York 2017
integrity@york.ac.uk
TYPE
Law reports
Journals
Law reports
Journals
Law reports
Journals
Law reports
Journals
Law reports
Law reports
Law reports
Journals
Journals
Law reports
Journals
Journals
Journals
Journals
Journals
Journals
Journals
Law reports
Law reports
Journals
Law reports
Law reports
Law reports
Law reports
Law reports
Law reports
Law reports
Journals
Law reports
Law reports
Law reports
Neutral citation UK
Neutral citation UK
Neutral citation UK
Law reports