Andrew was called to the Bar in Australia in 1976 and subsequently practised in South Australia where a fused profession exists. He acted as both a barrister and solicitor taking instructions in general commercial litigious and non-litigious matters with particular emphasis on companies, insolvency, partnerships, securities, trusts, general contractual advice and probate. In due course Andrew became a partner of an Adelaide law firm. Andrew appeared as counsel in numerous company, insolvency and probate matters in the Supreme Court of South Australia and various federal courts, including the Federal Court of Bankruptcy. Reported cases in which Andrew appeared as counsel include, Re Exclusive Master Bookbinding & Manufacturing Co. Pty Ltd (1977)17 SASR 522; (1977) 2 ACLR 549 (a seminal case on provisional liquidation and the right to present a winding-up petition) and Re the Estate of Jones (1979) 21 SASR 46. Andrew is admitted to practice in South Australia and Queensland, and before the federal courts of Australia.
After his life in practice, Andrew became an academic, and over the course of many years taught at a number of Australian universities, primarily in company law, contract law, personal and corporate insolvency law, securities law, corporate finance law, corporate governance, consumer law and equity and trusts. He conducted research primarily in the fields of company law and insolvency law. Andrew’s time in academia in Australia was interrupted by a stint as a Deputy Registrar in Bankruptcy and Deputy Registrar of the Federal Court of Australia, when, amongst other things he heard applications under bankruptcy legislation and taxed costs. Andrew came to the UK in 1997. In 2002 he became, and continues to be Professor of Corporate and Commercial Law in the School of Law at the University of Leeds (and for some time the Director of the Centre for Business Law and Practice) where he has taught, at the LLB level : company law, contract law, and corporate finance and insolvency law, and at the LLM level : insolvency law, international corporate governance, advanced corporate law, international business transactions and corporate liquidation law. Andrew has supervised, and continues to supervise, a large number of PhD students.
Chancery, and primarily in all areas of company law with a particular focus on corporate governance issues, directors’ powers, duties and responsibilities, and shareholder rights and remedies, and in all areas of insolvency law (corporate and personal). Since being called to the English bar Andrew has rendered advice on a variety of company and insolvency issues, particularly in relation to liquidations, directors’ duties, transactional avoidance, insolvency office-holders’ powers and responsibilities, and insolvency actions in general including wrongful trading claims. In addition to advising and giving opinions to solicitors in England and Wales, he has advised lawyers in various overseas jurisdictions, such as Hong Kong, Australia and Malta.
Andrew has given opinions to the Icelandic courts on the position of English law in relation to transactional avoidance claims made by liquidators of Icelandic banks which collapsed after the Global Financial Crisis. He also provided an opinion to the Court of Appeal of Montpelier in France on the position of English law in administrations. Andrew has given advice to several government and quasi-government bodies, such as the Standing Advisory Committee on Company Law in South Africa concerning the overhaul of that country’s insolvency legislation, the Company Law Review Steering Group in its deliberations on the reform of company law in the UK, and to the Australian Parliamentary Joint Committee on Corporate and Financial Services in its consideration of reforming Australian corporate insolvency law. He has also provided advice to the Australian Society of Certified Practising Accountants, the Hong Kong Institute of Certified Practising Accountants and the Australian Restructuring Insolvency & Turnaround Association.
He is honorary member of the Australian Restructuring Insolvency & Turnaround Association (formerly, the Australian Insolvency Practitioners’ Association of Australia), membership being bestowed on the basis of his contribution to the development of insolvency law and practice.
Andrew has presented papers at numerous academic and practice-oriented conferences in the UK, Germany, Australia and South Africa. He has authored 26 books (inclusive of subsequent editions), the most recent being :
- McPherson and Keay’s Law of Company Liquidation, 4th ed (Sweet and Maxwell, 2018)
- European Insolvency Law : Reform and Harmonization, Edward Elgar, 2017 (485pp) (with Gerard McCormack and Sarah Brown)
- Insolvency Law : Corporate and Personal 4th ed (Lexis, 2017) (with Peter Walton)
- Directors’ Duties 3rd ed (Lexis, 2016)
- Board Accountability and Corporate Governance (Routledge, 2015)
- The Enlightened Shareholder Value Principle and Corporate Governance, (Routledge, 2012)
- The Corporate Objective, (Edward Elgar, 2011)
- Company Directors’ Responsibilities to Creditors, (Routledge-Cavendish, 2007).
He is also, with Louis Doyle, the general editor of Insolvency Legislation : Annotations and Commentary, 6th ed, (Lexis, 2017).
As well as contributing chapters to 21 books, Andrew has had published over 150 articles in various academic journals (a selection is set out below) such as, in the UK, the Law Quarterly Review, Modern Law Review, Cambridge Law Journal, Journal of Business Law, Lloyds Maritime and Commercial Law Quarterly, International and Comparative Law Quarterly and European Business Organization Law Review and Common Law World Review, and in more practice-oriented journals, such as The Company Lawyer, The Insolvency Lawyer, Insolvency Intelligence, Insolvency Law and Practice, Civil Justice Quarterly, Corporate Rescue and Insolvency, and Company and Securities Law Journal. He has also published numerous articles in the United States, Germany, Australia, Canada, the Netherlands and South Africa.
Andrew is the Commonwealth editor for Gore-Browne on Companies (Jordans) and is a member of the editorial boards for International Insolvency Review and the Insolvency Law Journal.
A selection of Andrew’s articles in the past 20 years are:
- “The Harmonization of the Avoidance Rules in European Union Insolvencies” (2017) 66 International and Comparative Law Quarterly 79 – 105.
- “Assessing and Rethinking the Statutory Scheme for Derivative Actions Under the Companies Act 2006” (2016) 16 Journal of Corporate Law Studies 39-68
- “Security rights, the European Insolvency Regulation and Concerns about the Non-application of Avoidance Rules” (2016) 41 European Law Review 72-90
- “Wider representation on company boards and directors’ duties” (2016) Butterworths Journal of International Banking and Financial Law 530-533 (triple column pages).
- “Assessing the Accountability of Boards under the UK Corporate Governance Code”  Journal of Business Law 551-572.
- “Applications to Continue Derivative Proceedings on Behalf of Companies and the Hypothetical Director Test” (2015) 34 Civil Justice Quarterly 346-365
- “The Shifting of Directors’ Duties in the Vicinity of Insolvency” (2015) 24 International Insolvency Review 140-164.
- “Directors’ Duties and Creditors’ Interests” (2014) 130 Law Quarterly Review443-472.
- “Wrongful trading : problems and proposals” (2014) 65 Northern Ireland Legal Quarterly 63-79.
- “An Assessment of Private Enforcement Actions for Directors’ Breaches of Duty” (2014) 33 Civil Law Quarterly 76-92.
- “The Authorising of Directors’ Conflicts of Interests : Getting a Balance?” (2012) 12 Journal of Corporate Law Studies 129-162.
- “Good Faith and Directors’ Duty to Promote the Success of their Company” (2011) 32 The Company Lawyer 138-143 (double columns).
- “The Prescribed Part : Sharing Around the Company’s Funds” (2011) 24 (6) Insolvency Intelligence 81-85 (double columns).
- “The Office-Holder’s Delivery Up Power and the Recovery of Debts”  4 Corporate Rescue and Insolvency 3-6 (double columns).
- “Derivative Proceedings in a Brave New World for Company Management and Shareholders”  Journal of Business Law 151-178 (co-author – J. Loughrey).
- “Office-holders and the Duty to Promote the Success of the Company” (2010) 23 Insolvency Intelligence 133-138.
- “Litigation Expenses in Liquidations” (2009) 22 Insolvency Intelligence 113-116.
- “Ascertaining the Corporate Objective : An Entity Maximisation and Sustainability Model” (2008) 71 Modern Law Review 663-698.
- “Something Old, Something New, Something Borrowed : An Analysis of the New Derivative Action Under the Companies Act 2006” (2008) 124 Law Quarterly Review 469-500 (with Joan Loughrey).
- “Legal Practitioners, Enlightened Shareholder Value and the Shaping of Corporate Governance” (2008) 8 Journal of Corporate Law Studies 79-111 (with Ms Joan Loughrey and Dr Luca Cerioni).
- “The Duty of Directors to Exercise Independent Judgment” (2008) 29 Company Lawyer 290-296.
- “Can Derivative Proceedings be Commenced When a Company is in Liquidation?” (2008) 21 Insolvency Intelligence 49-55.
- “Company Directors Behaving Poorly : Disciplinary Options for Shareholders”  Journal of Business Law 656-682.
- “Section 172(1): An Interpretation and Assessment” (2007) 28 Company Lawyer 106-110
- “Enlightened shareholder value, the reform of the duties of company directors and the corporate objective”  Lloyds Maritime and Commercial Law Quarterly 335-361.
- “Wrongful Trading and the Point of Liability” (2006) 19 Insolvency Intelligence132-134
- “Fraudulent Trading : The Intent to Defraud Element” (2006) 35 Common Law World Review 121-134.
- “Wrongful Trading and the Liability of Company Directors : A Theoretical Perspective” (2005) 25 Legal Studies 431-461.
- “What Future for Liquidation in Light of the Enterprise Act Reforms?”  Journal of Business Law 143-158.
- “W[h]ither American Cyanamid?: Interim Injunctions in the Twenty-First Century” (2004) 23 Civil Justice Quarterly 132-150.
- “Another Way of Skinning the Cat : Enforcing Directors’ Duties to Creditors” (2004) 17 Insolvency Intelligence 1-9.
- “Directors’ Duties to Creditors : Contractarian Concerns Relating to Efficiency and Over-Protection of Creditors” (2003) 66 Modern Law Review 665-699.
- “Transactions Defrauding Creditors : The Problem of Purpose Under Section 423 of the Insolvency Act”  The Conveyancer and Property Lawyer 272-288.
- “Directors Taking into Account Creditor Interests” (2003) 24 Company Lawyer300-306
- “The Duty of Directors to Take Into Account Creditors’ Interests : Has It Any Role to Play?”  Journal of Business Law 379-410.
- “Pursuing the Resolution of the Funding Problem in Insolvency Litigation”  Insolvency Lawyer 90-98.
- “The Director’s Duty to Take into Account the Interests of Company Creditors : When is it Triggered?” (2001) 25 Melbourne University Law Review 315-339.
- “Dispositions of Company Property Post-Presentation of Winding-up Petitions and the Plights of Banks”  Restitution Law Review 86-93.
- “Disputing Debts Relied On By Petitioning Creditors Seeking Winding Up Orders” (2001) 22 Company Lawyer 40-46.
- “Claims for Malicious Presentation : The Peril Lurking on the Sidelines for Petitioning Creditors”  Insolvency Lawyer 136-144.
- “Insolvency and Environmental Principles : A Case Study in a Conflict of Public Interests” (2001) 3 Environmental Law Review 90-112 (with P. de Prez).
- “The Pursuit of Legal Proceedings Against Dissolved Companies”  Journal of Business Law 406-421.
- “The Supervision and Control of Liquidators”  The Conveyancer and Property Lawyer 295-306.
- “The Recovery of Voidable Preferences : Aspects of Restoration,”  Company Financial and Insolvency Law Review 1-25.
- “Insolvency Law : A Matter of Public Interest?” (2000) 51 Northern Ireland Legal Quarterly 509-534.
- “The Preferential Debts’ Regime in Liquidation Law : In the Public Interest?” (1999) 3 Company Financial and Insolvency Law Review 84-105 (with P. Walton).
- “Public Interest Petitions” (1999) 20 Company Lawyer 296-301.
- “Insolvent Companies Which are Able to Dispute Debts Owed to Petitioning Creditors : Should they be Wound Up?” (1998) 19 Company Lawyer 230-235.
- “Preferences in Liquidation Law : A Time for a Change” (1998) 2 Company Financial and Insolvency Law Review 198-216.
Bachelor of Laws – University of Adelaide
Master of Divinity – Denver Seminary
Master of Laws – University of Queensland
Doctor of Philosophy (in law) – University of Queensland