School of Law

Professor Andrew Keay

Professor of Corporate and Commercial Law

I have been a partner in an Australian law firm, specialising in corporate and commercial law, and acted as a Deputy Registrar of the Australian Federal Court.

I have taught at several Australian universities, where I specialised in commercial law, before coming to teach in the UK. I have been at Leeds since 2002.

I hold a doctorate from the University of Queensland. I am a barrister for England and Wales.

Research Interests

My main research interests are in corporate and insolvency law. In relation to the former I specialise in corporate governance issues, and particularly corporate governance theory, directors' duties and shareholder rights and remedies. In relation to insolvency law, I specialise in liquidations, corporate rescue and insolvency litigation involving the avoidance of pre-insolvency transactions and recoveries from company officers.

I am currently a co-investigator for two grants. One that was granted by the Arts and Humanities Research Council to enable my co-investigators (Professors Joan Loughrey of Leeds and Terry McNulty of Liverpool) and I to explore the way English courts address the business judgments of directors and why they tend to defer to such judgments. Besides doctrinal and theoretical work, this will entail some empirical research with directors of public companies. The second grant was given by the Economics and Social Research Council to investigate how China might benefit from the experience of the UK in building its legal infrastructure and creating a more competitive financial and legal system and with a focus on analysing the protection of minority investors, the getting of credit and resolving insolvency.

My previous most recent research has focused on the ultimate objective of companies, board accountability in corporate governance, breaches of directors’ duties especially when companies are in financial distress, derivative actions and transactional avoidance in insolvencies in the UK and the EU.


I have taught a broad range of commercial law subjects during my academic career at both undergraduate and postgraduate level.

I now teach Insolvency Law and International Corporate Governance at postgraduate level.

PhD Supervision

I am supervising a number of theses in corporate law and corporate governance, including disclosure in corporate governance, the impact of enlightened shareholder value on corporate social responsibility, conflicts of directors, directors' remuneration, governance of Sharia boards in Islamic banks, and issues relating to directors' duties.

I am willing to supervise theses in most aspects of corporate and insolvency law.

Key Publications


  • Keay AR, Directors' Duties, Third edition (Bristol: LexisNexis, 2016), 1-602
  • Keay A, Board Accountability in Corporate Governance (Routledge, 2015) 
  • Keay AR, McPherson's Law of Company Liquidation, Third edition (London: Sweet and Maxwell, 2013), 1-1364
  • Keay AR, The Enlightened Shareholder Value Principle and Corporate Governance, (Abingdon and New York: Routledge, 2013), 1-303
  • Keay A, The Corporate Objective (Cheltenham: Edward Elgar Publishing, 2011), 1-346
  • Keay AR, Company Directors' Responsibilities to Creditors (Routledge-Cavendish, 2007), xxviii,393p

Journal articles

  • Keay, A, ‘The Harmonization of the Avoidance Rules in European Union Insolvencies’ International and Comparative Law Quarterly 66, (2017) 79 – 105
  • Keay AR, ‘Directors' duties and creditors' interests’, The Law Quarterly Review, 130, Jul (2014), 443-472 Repository URL:
  • Keay, A, ‘Comply or Explain in Corporate Governance Codes : In Need of Greater Regulatory Oversight?’ Legal Studies 34 (2014) 279-304
  • Keay A, ‘Ascertaining the Corporate Objective : An Entity Maximisation and Sustainability Model’, Modern Law Review, 71 (2008), 663-698

Media Contact Areas

I am happy to talk to the media about the following topics:

  • Insolvency law
  • Company law
  • Company directors
  • Shareholders
  • Corporate governance
  • Administrations
  • Liquidations
  • Bankruptcies
  • Corporate rescue
  • Director disqualification
  • Chapter 11 bankruptcy
  • Corporate law
  • Corporate social responsibility

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