Lecturer in Corporate Law
(Currently on Sabbatical 2017/2018)

LLB, LLM, DCL. Member of the Bucharest Bar.
View my full research profile

Biography

I joined the Edinburgh Law School in May 2011. Prior to taking up my appointment in Edinburgh, I studied law at McGill University, Montreal (Doctor of Civil Law), University of Alberta, Edmonton (Master of Laws) and Nicolae Titulescu University, Bucharest (Bachelor of Civil Law). I also studied comparative law in Strasbourg, European business law in Turin, and Austrian Economics in New York. I was visiting researcher at the Swiss Institute of Comparative Law, Lausanne and at the European Union Centre of Excellence at University of Alberta. Before joining the academia, I worked as a corporate and commercial lawyer with a major Romanian law firm.

Ph.D. supervision interests
Topics in the areas of comparative corporate governance, corporation law and economics, corporate social responsibility, fiduciary duties

Current Research Interests

My main research interests lie in the fields of fiduciary law, comparative corporate law and governance, law and economics, and trust law.

I am programme director of the LLM in Corporate Law.

Research Groups

Professional Affiliations and Memberships

Society of Legal Scholars

Edinburgh Centre for Commercial Law

European Association of Law and Economics

Italian Association of Law and Economics

Websites

Dr Remus Valsan's Homepage at Edinburgh Law School

Courses Taught

Company Law (LLM)

Comparative and International Trust Law (LLM)

Comparative Corporate Governance (LLM) (Course Organiser)

Corporate Social Responsibility and the Law (LLM) (Course Organiser)

Corporation Law and Economics (LLM) (Course Organiser)

Company Law (Honours) (Course Organiser)

The Law of Fiduciary Duties (Honours) (Course Organiser)

PhD Supervisees

Anindita Jaiswal  'Women Directors on Board:The Regulatory Roadmap for India'

Thomas Rigg  'Enlightened Shareholder Value in the Face of the Theory of the Firm'

Books and Reports

Remus Valsan, Trusts and Patrimonies, (Edinburgh University Press, 2015)
Abstract: Explores the private law trust using the concept of patrimony in England, Scotland, Quebec and the NetherlandsThis volume explores how the private law concepts of trust and patrimony interact in various jurisdictions, with a view to advancing the understanding of the trust as a fundamental legal concept. It comprises new and previously published papers written by distinguished comparative law scholars. The authors investigate whether the common law trust could be understood as a civil law patrimony by appropriation, and whether civil law and mixed traditions could create local versions of the common law trust using patrimony as the main conceptual building block.

Articles

Remus Valsan, 'Equitable compensation for breach of fiduciary duty in Scotland: A comment on Kidd v Paull & Williamsons LLP', (2017), Edinburgh Law Review, Vol 21

Remus Valsan, 'Fides, bona fides, and bonus vir: Relations of trust and confidence in Roman Antiquity', (2017), Journal of Law, Religion and State, Vol 5, pp 48-85
Abstract: This article investigates the link between the Roman notion of fides and the contemporary notion of fiduciary duties. Etymologically, the word “fiduciary” derives from fides. The Roman fides was very complex concept, blending religious, social, and legal valences. The religious and social fides entered Roman law in a substantive form, as bona fides, and as a standard of judgment, in the form of bonus vir. It is submitted that a close analogy can be drawn between bonus vir and the contemporary fiduciary standards.

Remus Valsan, 'Fiduciary duties, conflict of interest and proper exercise of judgment ', (2016), McGill Law Journal, Vol 62, pp 1-40
Abstract: This article proposes a novel understanding of the notion of conflict of interest. Building on insights from cognitive psychology, behavioural economics and philosophy, this article defines a conflict of interest as the situation where a person, who has a duty to exercise judgment for the benefit of another, has an interest that tends to interfere with the proper exercise of his discretion. The emerging inter-disciplinary theory of conflicts of interest shows that personal or extraneous interests interfere with a decision-maker’s judgment in unpredictable ways, and despite the decision-maker’s honest efforts to keep them aside. This theory offers a more persuasive rationale for the existing strict fiduciary liability. It also offers a potent argument against the recent calls to relax the strict fiduciary regime in commercial contexts.

Remus Valsan, 'Directors’ powers and the proper purposes rule ', (2016), King's Law Journal, Vol 27, pp 157-164
Abstract: This article analyses the recent developments in the proper purposes rule. In Eclairs Group Ltd and another v JKX Oil and Gas plc [2015] UKSC 71 the UK Supreme Court revisited the proper purposes rule in the context of directors’ power to impose restrictions on voting and other rights attaching to shares. The decision is notable for two aspects. First, it clarifies that the exercise of a power that does not meet the proper purposes test cannot be defended on the ground that it promotes the long-term success of the company. Second, it proposes a new test for determining the principal purpose for which a power was exercised. It is submitted that both aspects are positive developments of the law governing directors’ powers.

Remus Valsan, 'Board gender diversity and the enlightened shareholder value principle ', (2016), The Company Lawyer, Vol 27, pp 171-177
Abstract: This paper analyses relation between the enlightened shareholder value principle (ESV) and board gender diversity in the UK. ESV has created the need for a board that embraces values coming from both the masculine and feminine leadership styles. The recent initiatives encouraging female representation in boardrooms can be understood as a means to facilitate the implementation of the ESV approach.

Remus Valsan, 'Fiduciary duties as implied contractual terms ', (2016), Juridical Review, Vol 2016, pp 337-343

Remus Valsan, 'Fiduciary Duties of Credit Brokers: McWilliam v Norton Finance', (2016), Edinburgh Law Review, Vol 20, pp 99-104
Abstract: In McWilliam v Norton Finance (UK) Ltd the Court of Appeal examined the circumstances in which an independent credit broker owes fiduciary duties to its consumer clients, and is liable to account for commissions received without their informed consent. The court ruled unanimously that fiduciary duties arise between a broker and its client where the client is unsophisticated and places trust and confidence in the broker, irrespective of whether the transaction is an information-only sale or an advised sale. In these circumstances, the broker is liable to account to its client for commissions that were not fully disclosed and consented to by the client.

Remus Valsan, 'Andrew Stafford QC and Stuart Ritchie QC, Fiduciary Duties: Directors and Employees ', (2015), International Company and Commercial Law Review, Vol 26, pp 405-06

Remus Valsan, 'Andrew Keay, Directors’ Duties ', (2014), International Company and Commercial Law Review, Vol 25, pp 436-437

Remus Valsan, 'Geraint Thomas, Thomas on Powers ', (2014), Edinburgh Law Review, Vol 18, pp 160-61

Remus Valsan, Lionel Smith, 'The Loyalty of Lawyers: A Comment on 3464920 Canada Inc. v Strother', (2008), Canadian Bar Review, Vol 87, pp 247-69

Remus D. Valsan, Moin A. Yahya, 'Shareholders, Creditors, and Directors’ Fiduciary Duties: A Law and Finance Approach', (2007), Virginia Law and Business Review, Vol 2, pp 1-52
Abstract: The debate surrounding fiduciary duties owed to creditors by directors, especially in the vicinity of insolvency, has resurfaced in light of two court decisions in Canada and the United States. In this paper, we contribute to the discussion by looking at the issue from a corporate finance perspective, where we utilize well-established theorems and results. We show that creditors are able to protect themselves by the use of covenants. While this idea has been reported extensively in previous discussions about fiduciary duties, we focus on studies that show the extent to which creditors use covenants to protect themselves against opportunistic behavior by managers and shareholders. Additionally, we show that debt can actually increase the value of the firm and the shares, and therefore, the idea that shareholders use debt for opportunistic behavior is misplaced. If anything, debt is used to align managerial incentives to maximize the value of the firm. The Fisher Separation theorem is also introduced and used to show that all stakeholders in a firm will want the firm to pursue projects with the maximum net present value. Hence, we propose that fiduciary duties should always be owed to the corporation as a whole, where the main focus of the managers is investing in those projects that have the highest expected net present value.

Chapters

Remus Valsan, 'Fiduciary duties ' in Alain Marciano, Giovanni Ramello (ed.) Encyclopedia of Law and Economics (Springer-Verlag 2017) 1-8
Abstract: Fiduciary duties arise in legal relations where one party, the fiduciary, acquires decision-making authority over the interests of another party, the beneficiary. The fist party becomes bound by a set of duties aimed at ensuring that he exercises his discretion in the best interests of the beneficiary, to the exclusion of his own interests or the interests of third parties. Fiduciary duties are strictly enforced by the courts, in order to ensure a proper exercise of discretion by the fiduciary and to preserve the utility of fiduciary relations.

Remus Valsan, 'Conflict of interest ' in Alain Marciano, Giovanni Ramello (ed.) Encyclopedia of Law and Economics (Springer-Verlag 2017)

Remus Valsan, 'The Transmission of a Business Mortis Causa in Scots Law ' in Susanne Kalss (ed.) Company Law and the Law of Succession (Springer International Publishing 2015) 387-401
Abstract: The vast majority of Scottish business organisations are family businesses structured as sole traders or partnerships. For these business entities, trans- mission mortis causa of a business or of a fraction of it is governed by the general rules of succession and by business planning through specific contractual arrangements. For businesses organised as registered companies, the death of a shareholder triggers additional company law rules regarding transmission of shares, which take the form of mandatory company law provisions or default provisions of Model Articles of Association.

Remus Valsan, 'The Trust as Patrimony An Introduction' in Remus Valsan (ed.) Trusts and Patrimonies (Edinburgh University Press 2015) 3-12

Remus Valsan, Moin Yahya, 'Fiduciary Duties and Responsibilities of Portfolio Managers ' in H. Kent Baker, Greg Filbeck (ed.) Portfolio Theory and Management (Oxford University Press 2013) 165-81
Abstract: The rules governing persons occupying a fiduciary role form a dynamic area of law. With deep historical roots, fiduciary relations have expanded beyond the established categories such as trust-beneficiary, agent-principal, or director-corporation to include any person who has power or discretion over another's interests, coupled with an express or implied undertaking to act exclusively in the other's service. Managers of investment portfolios may be subject to fiduciary law's strict requirements in various capacities such as trustees, agents, financial advisers, or corporate directors. Although the default fiduciary rules are strict, courts and legislators have proved willing to take into account commercial realities and relax the standard prohibitions of conflict of interest by imposing lower benchmarks or by allowing parties to a fiduciary relation to contract out the proscriptive rules.

Remus Valsan, 'Rights against Rights and Real Obligations ' in Lionel Smith (ed.) The Worlds of the Trust (Cambridge University Press 2013) 481-512

Remus Valsan, Moin Yahya, 'Fiduciary Responsibility and Financial Distress ' in H. Kent Baker, Gerald S. Martin (ed.) Capital Structure and Corporate Financing Decisions (John Wiley & Sons, Inc. 2011) 371-86

Remus Valsan, 'Corporate Taxation in Romania Overview of the Legal Framework' in Euromoney Global Tax Handbook (Euromoney Books 2005) 140

Working Papers

Remus Valsan, 'US bill on gender diversity in the boardroom ' 2016