Emeritus Professor of Commercial Law, Stephen Bottomley is an expert in corporate law with particular emphasis on on corporate governance. His main areas of research interest are corporate governance, and law and regulation. He has also published in the areas of corporate theory, corporate regulation and government-owned enterprises.
His 2008 book, The Constitutional Corporation: Rethinking Corporate Governance was awarded the Hart Socio-Legal Book Prize for outstanding piece of socio-legal scholarship in the same year. Amongst his publications, Stephen is the co-author of Contemporary Australian Corporate Law (2018, Cambridge University Press), Law in Context (2011, 4th edn, Federation Press), and Directing the Top 500 - Corporate Governance and Accountability in Australian Companies (1993, Allen and Unwin). Stephen’s article “The Notional Legislator: The Australian Securities and Investments Commission’s Role as a Law-Maker” (2011) 39 Federal Law Review 1, was awarded the 2011 Zines Prize for Excellence in Legal Research.
Early in 2021 Stephen was awarded the inaugural Lifetime Achievement Legal Research Medal in the 2020 Australian Legal Research Awards.
Stephen was Dean of the ANU College of Law from 2013 to 2017, prior to which he held positions as Head of School and Deputy Dean in the College.
Significant research publications
- The Responsible Shareholder (2021, Edward Elgar)
- The Constitutional Corporation: Rethinking Corporate Goverance (2007, Ashgate, UK)
- ‘The Complexity of Corporate Law’ (2022) 44(3) Sydney Law Review 415-440
- 'Rethinking the Law on Shareholder-Initiated Resolutions at Company General Meetings' (2019) 43(1) Melbourne University Law Review 93-132
- 'What is Corporate Law? An Australian Perspective' in R Tomasic (ed) Routledge Handbook of Corporate Law (2017, Routledge) 49-63.
- 'The Notional Legislator: The Australian Securities and Investements Commission's Role as a Law-Maker' (2011) 31 Federal Law Review 1-31
Research biography
- Stephen's main areas of research interest are corporate governance and law and regulation. His current research is on the role of shareholders in corporate governance, focusing on the question of shareholder responsibility; a monograph will be published by Edward Elgar.
Books & edited collections
- Contemporary Australian Corporate Law (with K Hall, P Spender and B Nosworthy) (2012, 2nd ed, Cambridge)
- Law in Context (with S Bronitt) (2012, 4th ed, Federation Press)
- Interpreting Statutes (ed with S Corcoran) (2005, Federation Press)
Refereed journal articles
- 'Corporate Law, Complexity and Cartography' (2020) 35(2) Australian Journal of Corporate Law 142-160
Currently supervising
Doctor of Philosophy (PhD)
Topic: Reconceiving the National Security Regulation of Foreign Investment in Australian Critical Infrastructure
Philosophy & approach
Teaching corporate law in an ethos of social justice
The ANU College of Law commits itself to an ethos of striving for social justice. It would be fair to say that in discussions about social justice and corporations, the corporations are usually cast as ‘the dark side’. They are, it tends to be assumed, a source of social justice problems rather than solutions.
To be fair again, there is a lot that corporations have to answer for, and it is easy to end the discussion right there: corporations are bad (and what does that say about corporate lawyers?) so in our efforts to achieve social justice goals such as fairness, equity, and access let’s direct our attention elsewhere, or simply take an uncompromising stance against corporations.
That would be a big mistake. I don’t think that any serious progress can be made with a social justice agenda unless it includes serious engagement with and understanding of the corporate sector. That is one of my key motivations for teaching and researching corporate law.
This is not just a simple strategy of ‘know thy enemy’ (for one thing, it is an over-simplification to paint all corporations as ‘the enemy’). My belief, instead, comes from thinking about the ‘social’ in ‘social justice’. As I never tire of telling corporate law students at the start of their Corporations Law course, corporations are one of the most – if not the most – significant social (and, of course, economic and political) actors in our society. Corporate law is not just a branch of business law – it is the law that governs a major form of social organisation. Corporate lawyers need to understand that, and so do non-corporate lawyers (by which I mean lawyers who are not corporate lawyers, as well as people who are not lawyers at all).
How ever one defines ‘social justice’, it must be concerned with the responsible exercise of power in society. By ‘responsible’ I mean open, answerable, other-regarding and non-capricious. The exercise of corporate power, as much as government power, must respond to these criteria.
Corporate lawyers who are informed about social justice debates and issues can, I hope, do much to ensure that corporations – and their directors and shareholders - exercise their power responsibility. And social justice lawyers and activists who are informed about corporations and corporate law will have a more finely-tuned appreciation about what can legitimately or practicably be asked of corporations.
