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'Multi-Party Actions and Complex Litigation in England', Neil Andrews, Issue 1, pp. 1–24 |
infoNeil Andrews, 'Multi-Party Actions and Complex Litigation in England' (2012) 23 European Business Law Review, Issue 1, pp. 1–24 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012001 | 
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'Thoughts on the American Rule and Contingency Fees', Peter T. Hurst, Issue 1, pp. 25–37 |
infoPeter T. Hurst, 'Thoughts on the American Rule and Contingency Fees' (2012) 23 European Business Law Review, Issue 1, pp. 25–37 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012002 |
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'Costs Shifting and Appeals', Sir Rupert Jackson, Issue 1, pp. 39–41 |
infoSir Rupert Jackson, 'Costs Shifting and Appeals' (2012) 23 European Business Law Review, Issue 1, pp. 39–41 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012003 |
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'Establishing a New Scheme of International Co-Operation for Exchanging Legal Information: Remarks on the Nagoya Project on Business Litigation 2005-2010', Masanori Kawano, Issue 1, pp. 43–48 |
infoMasanori Kawano, 'Establishing a New Scheme of International Co-Operation for Exchanging Legal Information: Remarks on the Nagoya Project on Business Litigation 2005-2010' (2012) 23 European Business Law Review, Issue 1, pp. 43–48 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012004 |
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'A Missed Gem of an Opportunity for the Representative Rule', Rachael Mulheron, Issue 1, pp. 49–60 |
infoRachael Mulheron, 'A Missed Gem of an Opportunity for the Representative Rule' (2012) 23 European Business Law Review, Issue 1, pp. 49–60 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012005 |
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'Fundamental Values of the Justice System', Shimon Shetreet, Issue 1, pp. 61–75 |
infoShimon Shetreet, 'Fundamental Values of the Justice System' (2012) 23 European Business Law Review, Issue 1, pp. 61–75 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012006 |
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'The Road To New Street Station: Fact, Fiction and the Overriding Objective', John Sorabji, Issue 1, pp. 77–89 |
infoJohn Sorabji, 'The Road To New Street Station: Fact, Fiction and the Overriding Objective' (2012) 23 European Business Law Review, Issue 1, pp. 77–89 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012007 |
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'Securities Class Actions: Anglo-American Comparison and Cross-Border Implications', Masayuki Tamaruya, Issue 1, pp. 91–106 |
infoMasayuki Tamaruya, 'Securities Class Actions: Anglo-American Comparison and Cross-Border Implications' (2012) 23 European Business Law Review, Issue 1, pp. 91–106 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012008 |
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'Judicial Misconduct and Disciplinary Procedures – A Brave New World', Sophie Turenne, Issue 1, pp. 107–119 |
infoSophie Turenne, 'Judicial Misconduct and Disciplinary Procedures – A Brave New World' (2012) 23 European Business Law Review, Issue 1, pp. 107–119 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012009 |
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'The “New Sheriffs” in England And Wales– An Account of the New High Court Enforcement Regime and the Creation of the High Court Enforcement Officers', Robert Turner, Issue 1, pp. 121–126 |
infoRobert Turner, 'The “New Sheriffs” in England And Wales– An Account of the New High Court Enforcement Regime and the Creation of the High Court Enforcement Officers' (2012) 23 European Business Law Review, Issue 1, pp. 121–126 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012010 |
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'Jurisdiction, Procedure and the Transformation of International Law: from Nottebohm to Diallo in the ICJ', Mads Andenas, Issue 1, pp. 127–138 |
infoMads Andenas, 'Jurisdiction, Procedure and the Transformation of International Law: from Nottebohm to Diallo in the ICJ' (2012) 23 European Business Law Review, Issue 1, pp. 127–138 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012011 |
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ISSUE 2 | |
'The Role Played by the Legal Profession in the Global Market Context in View of Renewing the Legal Culture', Giuseppe Conte, Issue 2, pp. 139–161 |
infoGiuseppe Conte, 'The Role Played by the Legal Profession in the Global Market Context in View of Renewing the Legal Culture' (2012) 23 European Business Law Review, Issue 2, pp. 139–161 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012012 |
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'Non-Harmonized Technical Regulations and the Free Movement of Goods', Karsten Engsig Sørensen, Issue 2, pp. 163–212 |
infoKarsten Engsig Sørensen, 'Non-Harmonized Technical Regulations and the Free Movement of Goods' (2012) 23 European Business Law Review, Issue 2, pp. 163–212 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012013 |
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'Between the Hammer and the Hard Place: European Gambling Regulation in the Post-Santa Casa Era', Velichko Yanchev, Issue 2, pp. 213–251 |
infoVelichko Yanchev, 'Between the Hammer and the Hard Place: European Gambling Regulation in the Post-Santa Casa Era' (2012) 23 European Business Law Review, Issue 2, pp. 213–251 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012014 |
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'Remedies for the Breach of the Duty to Inform Consumers', Luca Di Donna, Issue 2, pp. 253–256 |
infoLuca Di Donna, 'Remedies for the Breach of the Duty to Inform Consumers' (2012) 23 European Business Law Review, Issue 2, pp. 253–256 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012015 |
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'Legal Obstacles to Institutional Investor Activism in the EU and in the US', Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca, Issue 2, pp. 257–307 |
infoPaolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca, 'Legal Obstacles to Institutional Investor Activism in the EU and in the US' (2012) 23 European Business Law Review, Issue 2, pp. 257–307 | | Starting from the observation that at the multilateral level shareholder activism is considered as an important aspect of good corporate governance, this paper examines several legal and economic obstacles to institutional investor activism in the EU and in the US. We find that investors in the US seem to have easier access to proxy voting than in the EU (although recent EU legislation should remove several of the present legal obstacles) even though the SEC allows only long-term relevant shareholders to include nominees on the corporate proxy; that conflicts of interest might limit the activism of several categories of institutional investors both in the US and in the EU; that some national legislations in the EU limit the ability of institutional investors to coordinate their voting policies; that recent EU legislation has introduced discriminatory requirements for some institutional investors when they acquire control of listed and non-listed companies; that recourse to stock lending and other forms of separation of financial risk from voting rights seems to be practiced more by controlling shareholders at the expense of institutional investors than the opposite, something which should be clearer in the near future with an upcoming EU legislation which should extend the transparency requirements for all shareholders to borrowed securities, cash-settled derivatives and other instruments that allow to exercise voting influence in a company; and that proposed EU legislation provides transparency requirements and permanent limitations to naked short selling largely in excess of the US regulatory framework. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012016 |
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'Contribution of Business Law Reform to Economic Development: Lessons from the Middle East', Abdullah S. Nawafleh, Issue 2, pp. 309–328 |
infoAbdullah S. Nawafleh, 'Contribution of Business Law Reform to Economic Development: Lessons from the Middle East' (2012) 23 European Business Law Review, Issue 2, pp. 309–328 | | This paper explores whether business law reforms in Arab countries have contributed to their economic development, business legal environment and integration into the international market. Using Jordan as an example, it explores the role of law in economic development in the region. The analysis finds that the Jordanian legal reform has led the country to participate in international markets, by incorporating international legal norms into its own legislation. This legislative reform has also contributed to economic development, allowing Jordan to join the World Trade Organization and enter into Free Trade Agreements, such as those with the United States and the European Union. In addition, the paper shows that other Arab countries, such as Saudi Arabia, that reformed their business regulations led them to join the World Trade Organization and to be ranked amongst the top 25 countries worldwide on their business ease. In contrast, other Arab countries which lack law and its enforcement have been reported to be the worst places in the Middle East to do business. As a result this paper suggests that the Arab Middle Eastern countries should continue in reforming their legal system to make it less rigid for business, to create more jobs, increase productivity and ultimately achieve economic growth. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012017 |
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'Book Review: J Dalhuisen, Dalhuisen on Transnational Comparative, Commercial, Financial and Trade Law, vol. 1–3 – Introduction – The New Lex Mercatoria and its Sources (vol. 1); Contract and Movable Property Law (vol. 2); Financial Products, Financial Services and Financial Regulation (vol. 3) (4th edn, Oxford,Portland: Hart, 2010)', Maren Heidemann, Issue 2, pp. 329–332 |
infoMaren Heidemann, 'Book Review: J Dalhuisen, Dalhuisen on Transnational Comparative, Commercial, Financial and Trade Law, vol. 1–3 – Introduction – The New Lex Mercatoria and its Sources (vol. 1); Contract and Movable Property Law (vol. 2); Financial Products, Financial Services and Financial Regulation (vol. 3) (4th edn, Oxford,Portland: Hart, 2010)' (2012) 23 European Business Law Review, Issue 2, pp. 329–332 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012018 |
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ISSUE 3 | |
'The Italian Banking and Financial Arbitrator between iurisdictio and Strengthening of the Supervisory Function', F. Capriglione, A. Miglionico, Issue 3, pp. 333–346 |
infoF. Capriglione, A. Miglionico, 'The Italian Banking and Financial Arbitrator between iurisdictio and Strengthening of the Supervisory Function' (2012) 23 European Business Law Review, Issue 3, pp. 333–346 | | Starting out from the current crisis which has affected the intermediaries-clients relationship and caused a massive litigation in the banking and financial sector, particularly in the Italian judicial system, this paper sets out to examine the normative framework of the Banking and Financial Arbitrator (A.B.F.). Specifically, the A.B.F. should pursue the aims of fair and impartial dispute resolution in line with the judicial character ascribable to decision-making by that body. However, the Bank of Italy is given the task of defining the composition and organisation of the organs of the Banking and Financial Arbitrator; a closer examination of the rules suggests that there are plenty of room for intervention by the Supervisory Authority with regard to the A.B.F. investigation procedure. It is evident as a result that there is a plausible risk of functionalisation of the activity carried out by the A.B.F. for purposes other that and different from those referable to aims of justice. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012019 |
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'The Breaking Off of Negotiations in M&A Operations: Comparative Approach', Alain Couret, Bruno Dondero, Issue 3, pp. 347–373 |
infoAlain Couret, Bruno Dondero, 'The Breaking Off of Negotiations in M&A Operations: Comparative Approach' (2012) 23 European Business Law Review, Issue 3, pp. 347–373 | | The breaking off of negotiations does not affect only transfer of companies' ownership operations. Nevertheless, when the breaking off occurs in that particular case, it often implies dramatic consequences. The sudden withdraw from the table of negotiations of the only possible buyer - or at least the person seen as such - may cause a complete stop of the company's activity for a more or less long time. The hereafter comparative study shows that, in the negotiation context, the duties that the parties must abide by have different sources according to countries. Therefore, the breaking off can be assessed either on tortious liability ground, on breach of contract ground, or even on the basis of an autonomous legal mechanism. The question is commonly addressed under European countries' law systems. However, the question also deserves to be discussed in Common Law countries: even if the latter system refuses to draw legal consequences from a situation which is not yet contractual, the truth is that the Common Law systems are not completely indifferent to the breaking off of negotiations. When it comes to compensation, even if various legal basis are admitted, the results of damages claims remain modest. The judicial practices of the countries that admit the possibility of compensation actually reveal that the scope of such compensation is always limited. Thus, it appears that compensation for the loss of a chance to sign the contract is universally rejected, and that only damages which are certain, such as negotiation fees and harm to reputation, are taken into account. The loss of a chance to enter into a contract with a third party can occasionally be compensated. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012020 |
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'Development of Merger Control in Slovakia and Slovenia', Jurgita Malinauskaite, Issue 3, pp. 375–403 |
infoJurgita Malinauskaite, 'Development of Merger Control in Slovakia and Slovenia' (2012) 23 European Business Law Review, Issue 3, pp. 375–403 | | Slovakia and Slovenia belonged to the former socialist units of Czechoslovakia and Yugoslavia, respectively, which meant that a journey to the EU for both countries was demanding - requiring to undergo through major reforms in their legal, economic and socio-political environments. The introduction of competition law, including merger control rules was another arduous challenge that both Slovakia and Slovenia had to master. This article will critically evaluate the introduction and further development of merger control regimes in Slovakia and Slovenia as far as jurisdictional, procedural and most importantly substantive issues are concerned. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012021 |
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'The Allocation of the Burden of Proof in the Area of Producer Responsibility', Luca Di Donna, Issue 3, pp. 403–407 |
infoLuca Di Donna, 'The Allocation of the Burden of Proof in the Area of Producer Responsibility' (2012) 23 European Business Law Review, Issue 3, pp. 403–407 | | In the hypothesis of civil liability for defective products, as regulated by the P.D. 24/05/1988, n. 244, the injured party should prove the damage, the causal link between the use of the product and the damage, and that the use of the product was the cause of similar damages, contrary to common expectations, that is, the product when used was defective and did not provide the security that the consumer may expect from it, taking into account all the circumstances. It is the producer who should prove that the defect did not exist when the product was put on the market (in this case, deflation of a breast implant which took place just two years after being inserted into the injured party's body. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012022 |
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'Reforming European Union Financial Regulation: Thinking through Governance Models', Giuliano G. Castellano, Alain Jeunemaître, Bettina Lange, Issue 3, pp. 409–446 |
infoGiuliano G. Castellano, Alain Jeunemaître, Bettina Lange, 'Reforming European Union Financial Regulation: Thinking through Governance Models' (2012) 23 European Business Law Review, Issue 3, pp. 409–446 | | This article examines the relationships between governance structures and regulatory approaches. It develops a typology to explain and fine-tune supranational regulatory models for the governance of markets. The article suggests, firstly, a range of regulatory options which are defined according to two dimensions: (a) the degree of centralization of regulation, which includes networks, meta-organizations, and single central authorities; and (b) the degree of invasiveness of regulation, which ranges from sunshine regulation to command and control approaches. The aim is to relate structural alternatives (considered in terms of centralization) to regulatory approaches (considered in terms of invasiveness). The typology here constructed is applied to analyse the governance structure of EU competition law. Secondly, the article focuses on the recent structural changes reshaping the governance of European financial markets. The reform is discussed through the lens of the typology. It appears that, differently from what was observed in the EU competition law model, the newly established European Supervisory Agencies (ESAs) are part of a complex structural development, in which the separation between a highly invasive regulatory approach and a decentralised supervisory structure adds further complexity. The article concludes by noting a set of possible normative implications, suggested by the typology, to ensure a consistent governance model for financial markets regulation and supervision in the EU. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012023 |
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'Book Review: M Andenas and F Wooldridge, European and Comparative Company Law [Cambridge University Press, Cambridge 2009]', Maren Heidemann, Issue 3, pp. 447–453 |
infoMaren Heidemann, 'Book Review: M Andenas and F Wooldridge, European and Comparative Company Law [Cambridge University Press, Cambridge 2009]' (2012) 23 European Business Law Review, Issue 3, pp. 447–453 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012024 |
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ISSUE 4 | |
'A Tribute to John Anthony Jolowicz (1926-2012)', Neil H Andrews, Issue 4, pp. 455–460 |
infoNeil H Andrews, 'A Tribute to John Anthony Jolowicz (1926-2012)' (2012) 23 European Business Law Review, Issue 4, pp. 455–460 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012025 |
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'Ideal Type Organisations and Company Law in Europe', Janice Dean, Issue 4, pp. 461–482 |
infoJanice Dean, 'Ideal Type Organisations and Company Law in Europe' (2012) 23 European Business Law Review, Issue 4, pp. 461–482 | | Different national cultures within Western Europe have very different models of what constitutes a 'well-functioning organisation'. Looking at the nations with the largest economies in the European Union (the French, Germans, Italians and British), the author considers how some of these different models (the 'pyramid', the 'machine', the 'family' and the 'market') have influenced the company laws of the countries in which they are prevalent. The piece then considers the implications for European Union company law of the variations between the predominant national models. Strengths and weaknesses of the various ideal types of organization and other possible models are considered. This article will examine companies in the quartet of European Union countries which have an annual GDP exceeding 1.5 trillion euros: Germany, France, the UK and Italy. Very broadly, two of them, France and Italy are Southern European (traditionally mainly Catholic) in culture as well as geographically, the other two are Northern European (historically mainly Protestant). The four nations remain diverse in economic structure, and particularly in average company size and the use of capital markets, although (with Germany being much the largest) the scale of the economies is similar. These major European Union countries also have different pre dominant models of effective corporate organisation, regulation and management. The discussion will contend that the diverse sets of regulations in part stem from, and are connected to, varied models of what constitutes a 'well-functioning organisation' in the four nations. These pervasive 'ideal types' of the effective organisation might be expected to influence what governments, shareholders and other stakeholders expect of the major companies and how corporate leaders behave. In the European Union, it is argued that national cultures, including views of what constitutes a well-functioning organisation, still provide the basis for social interaction including business activity. Some implications of these underlying differences of perspective for greater co-ordination of company law at European Union level will also be addressed. The strengths and weaknesses of the various 'ideal types' of organisation will be considered. Finally, some possible alternative conceptions of the 'well-organised' company in the 21st Century will be discussed. The continuing diversity of national cultures between Germany, France, the UK and Italy is reflected in their nationals' preferred ways of conceptualising organisations, including major business organisations. Hofstede quotes Owen J Stevens' study at INSEAD Business School - "The majority of the French tended to resolve [a conflict] by referring to the hierarchy; the British, through horizontal negotiation; and the Germans, through the establishment of procedures. Stevens identified the implicit model of a well-functioning organization for the French as a pyramid, that for the British as a (village) market, and that for the Germans are a well-oiled machine." As far as Italy is concerned, the 'family' model remains most salient. These observations led the current author to further examination of those models in the national contexts as they connected to company law. Questions of the adequacy or otherwise of those mental pictures also arose. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012026 |
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'A European Private Company and Share Transfer Restrictions', Lars-Göran Sund, Jan Andersson, Edward Humphreys, Issue 4, pp. 483–496 |
infoLars-Göran Sund, Jan Andersson, Edward Humphreys, 'A European Private Company and Share Transfer Restrictions' (2012) 23 European Business Law Review, Issue 4, pp. 483–496 | | Restrictions on the transfer of shares, in the articles of association and shareholders' agreement are of crucial importance for SMEs. Associates running a business together are dependent on a fragile balance in ownership positions, as well as the expertise of each shareholder and manager of the business. We criticize the EU approach to transfer restrictions, as presented in the Commission's proposal for a "Statute for a European private company" (2008). Not all of the suggested restrictions are suitable under all circumstances in the articles of association. One example is a prohibitive clause, which must be limited both in time and to transfers (not transmission) of shares. Further, other options, such as a mandatory buy-sell agreement, are not considered. Such a clause can be of the utmost importance in the case of some transmissions, e.g. upon intestate succession. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012027 |
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'Unfair Commercial Practices: Regulation at Risk', Peter Shears, Issue 4, pp. 497–515 |
infoPeter Shears, 'Unfair Commercial Practices: Regulation at Risk' (2012) 23 European Business Law Review, Issue 4, pp. 497–515 | | In the UK the Consumer Protection from Unfair Trading Regulations came into force on 26 May 2008. They implemented the EU Unfair Commercial Practices Directive, introducing a general duty on traders not to trade unfairly with their consumers. This article will seek to show that they have been working well, but that their continued effectiveness has been put at risk, initially by the Government's massive cutbacks on expenditure, and currently by the nonsense of their assurances that consumer protection will be maintained. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012028 |
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'The Magnitude of EU Fundamental Freedoms: Application of the Freedom of Establishment to the Cross-Border Mergers Directive', Thomas Papadopoulos, Issue 4, pp. 517–546 |
infoThomas Papadopoulos, 'The Magnitude of EU Fundamental Freedoms: Application of the Freedom of Establishment to the Cross-Border Mergers Directive' (2012) 23 European Business Law Review, Issue 4, pp. 517–546 | | This article will examine the 10th Company Law Directive on Cross-Border Mergers in the light of the EU fundamental freedom of establishment. The provisions of the Cross-Border Mergers Directive must comply with the fundamental freedom of establishment. This article argues that the contribution of some provisions of this Directive to freedom of establishment is questioned. It is argued that some provisions of this Directive do not fully comply with freedom of establishment and that the choices of the European legislature are definitely open to criticism. The EU fundamental freedoms could impose certain safeguards which derive directly from the Treaty on the Functioning of the European Union. The European Court of Justice (ECJ) had interpreted the freedom of establishment with regard to crossborder mergers. According to the ECJ's case law (SEVIC), cross-border mergers constitute an exercise of the freedom of establishment. This article scrutinizes the main provisions of the Cross-Border Mergers Directive and analyses their relationship with the fundamental freedom of establishment, as interpreted by the ECJ. The relationship between SEVIC and the Cross-Border Mergers Directive will also be discussed and some conclusions would be drawn. The EU Mergers and Acquisitions market is a fragment of the internal market and as such all the corporate financial mechanisms of this market must comply with the EU fundamental freedoms. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012029 |
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'Extraterritorial Application of U.S. Securities Law', Milosz Morgut, Issue 4, pp. 547–563 |
infoMilosz Morgut, 'Extraterritorial Application of U.S. Securities Law' (2012) 23 European Business Law Review, Issue 4, pp. 547–563 | | The globalization of securities industry resulted in many corporations deciding to cross-list on numerous exchanges and investors commonly trading on foreign markets. The multitude of overlapping regulatory regimes poses difficult questions not only for legal theorists but most importantly for the investors who seek remedies after suffering multibillion losses as a result of being deceived. The paper discusses the U.S. Supreme Court decision in Morrison v. National Australia Bank which dramatically changed the way in which the US securities regulation applies to foreign claims. The analysis looks at the judgments of lower courts in order to establish the real scope of the decision. Bearing in mind the new landscape in international securities litigation, the available courses of action which can be still taken by injured investors are presented. Finally, the paper evaluates the overall decision and its effect, suggesting certain legislative changes. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012030 |
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'Comparing Legal Professional Privilege in EU and Lithuanian Law', Tomas Kamblevičius, Edvinas Beikauskas, Issue 4, pp. 565–573 |
infoTomas Kamblevičius, Edvinas Beikauskas, 'Comparing Legal Professional Privilege in EU and Lithuanian Law' (2012) 23 European Business Law Review, Issue 4, pp. 565–573 | | Despite of its limited contextual setting, the findings of the Court of Justice of the European Union in Akzo Nobel case on the issue of protection of confidentiality of communications between lawyers and their clients provide a good understanding of how the concept of legal professional privilege (LPP) is viewed or wants to be viewed by the European Union (EU) courts in general. At the same time, it invites for a comparative analysis of the concepts of LPP as they are being understood under EU law on the one hand and national laws of individual EU Member States on the other hand. While such exercises were conducted in respect of some EU Member States, no comparative analysis exists in respect of Lithuania. This article aims to fill-in this gap. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012031 |
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ISSUE 5 | |
'Passive – Aggressive Investments: Minority Shareholdings and Competition Law', Gian Diego Pini, Issue 5, pp. 575–725 |
infoGian Diego Pini, 'Passive – Aggressive Investments: Minority Shareholdings and Competition Law' (2012) 23 European Business Law Review, Issue 5, pp. 575–725 | | Minority share acquisitions between competitors have been mistakenly considered of concern only in case they result in a change of control. First the economic theory, closely followed by courts and doctrine, explained and demonstrated that even the acquisition of non-controlling shareholdings may distort competition and requires a close scrutiny by competition authorities. This article analyzes the impact of minority shareholdings on the incentives of rival firms and ascertains whether the authorities are provided with adequate tools to investigate and address the potential anticompetitive effects. The results of the economic theory are the starting point to assess whether the legal treatment of minority shareholdings under the EU and US antitrust systems is appropriate and adequate. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012032 |
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'Financing of CCS Demonstration Projects – State Aid, EEPR and NER Funding – An EU and EEA Perspective', Jonas W. Myhre, Issue 5, pp. 727–787 |
infoJonas W. Myhre, 'Financing of CCS Demonstration Projects – State Aid, EEPR and NER Funding – An EU and EEA Perspective' (2012) 23 European Business Law Review, Issue 5, pp. 727–787 | | This article describes and assesses the divergent objectives and different conditions for obtaining financial support for CCS demonstration projects, through state aid, contributions from the European Energy Programme for Recovery (EEPR) and New Entrants Reserve (NER) funding. The interplay and possibility of cumulation of the different sources of financing, the question of a minimum financial commitment from the operator and possible required results concerning captured CO2 are given special attention. The analysis attempts to answer to the question whether the total available aid addresses the market failure in a cost-efficient way, without unduly distorting competition and trade. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012033 |
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'Reassessing the Rationales for the Takeover Bids Directive’s Board Neutrality Rule', Alexander White, Issue 5, pp. 789–807 |
infoAlexander White, 'Reassessing the Rationales for the Takeover Bids Directive’s Board Neutrality Rule' (2012) 23 European Business Law Review, Issue 5, pp. 789–807 | | This article evaluates the Takeover Bids Directive's board neutrality rule, in light of the European Commission's option to propose the revision of the Directive and a recent suggestion put forward by some commentators to make the rule, which is optional, harder to opt-out. It does so by reassessing the two rationales behind the Commission's original intentions for the rule to be mandatory: (i) disciplining the management of listed companies with dispersed ownership, and (ii) wealth creation. It finds that the first rationale continues to lack relevance to European 'coordinated market economies', whilst empirical evidence is not conclusive that hostile takeovers are more wealth creating than friendly ones, but could be particularly damaging for European coordinated market economies. Arguments that have been put against a more permissive approach to board defences are also contested. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012034 |
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'A Promising Solution? Changing the Current Russian Business Climate by Amending the Criminal Code', Alexandra V. Orlova, Issue 5, pp. 809–830 |
infoAlexandra V. Orlova, 'A Promising Solution? Changing the Current Russian Business Climate by Amending the Criminal Code' (2012) 23 European Business Law Review, Issue 5, pp. 809–830 | | This article aims to explore a question of whether the situation of Russian large as well as small and medium size businesses would be improved by the introduction of the current set of economic reforms by way of the 2010 Russian Criminal Code amendments. The article concludes that the amendments are unlikely to make any difference when it comes to large enterprises given the current extra-legal relationship between big business and the state. In terms of small and medium businesses, the 2010 amendments may make it more difficult to lay criminal charges against business owners and thus reduce some of the pressure facing small and medium businesses. However, the 2010 amendments are unlikely to cause a radical shift in the overall plight of small and medium businesses. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012035 |
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'The Effect of the Principle of Two Levels in Administrative Judgment: On the Principio Della Domanda and Principio Dispositivo', Gianluca Maria Esposito, Issue 5, pp. 831–859 |
infoGianluca Maria Esposito, 'The Effect of the Principle of Two Levels in Administrative Judgment: On the Principio Della Domanda and Principio Dispositivo' (2012) 23 European Business Law Review, Issue 5, pp. 831–859 | | The main aim of this article is the mutual implication in the administrative process between the principle of the two levels of jurisdiction and the principio della domanda (the principle of the right to bring proceedings) and the principio dispositivo (the principle of the parties delimiting the scope of the case). The principio della domanda performs in the first instance all its legal significance, giving the parties the absolute rule on the issues that the Court should define. The principio dispositivo, on the contrary, presents it self in the administrative procedure in that particular form defined "principio dispositivo with an acquisitive method." The principle of two levels of jurisdiction and, in particular, the interpretation the Code of Administrative Procedure provides through the discipline of the appeal affect principio della domanda and principio dispositivo. On appeal, the parties do not have the power to bring new evidence or to produce new documents in respect to the first instance. Hence, it can be asserted that the power of the parties is compressed compared to that exercised in the first instance, while the power of investigation of the Court of its own motion, does not know a similar limitation. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012036 |
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ISSUE 6 | |
'Remedies and Substantive Law – European Dimensions of Economic and Private Law', Mads Andenas, Kåre Lilleholt, Issue 6, pp. 861–912 |
infoMads Andenas, Kåre Lilleholt, 'Remedies and Substantive Law – European Dimensions of Economic and Private Law' (2012) 23 European Business Law Review, Issue 6, pp. 861–912 | | Keywords:
private law, breaches of EU law, principles of European private law, competition, public procurement, intellectual property, free movement, remedies, injunctions, termination of contrac, damages, restitution The topic is the private law consequences of breaches of EU law as developed in legislation and case law, and the links with ongoing efforts to establish principles and model rules of European private law. The fields covered in the discussions included competition law, public procurement law, intellectual property law and rules on free movement, with remedies ranging from injunctions and termination of contract to damages and restitution. The papers confirm the underlying assumption that there is a need to develop general doctrines and principles of remedies in EU law and national law. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012037 |
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'Financial Law in a Global Surrounding', Lars Gorton, Issue 6, pp. 913–944 |
infoLars Gorton, 'Financial Law in a Global Surrounding' (2012) 23 European Business Law Review, Issue 6, pp. 913–944 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012038 |
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'National Grid Indus: The First Case on Companies’ Exit Taxation', Katerina Pantazatou, Issue 6, pp. 945–972 |
infoKaterina Pantazatou, 'National Grid Indus: The First Case on Companies’ Exit Taxation' (2012) 23 European Business Law Review, Issue 6, pp. 945–972 | | The article examines the contribution of a much anticipated judgment, the National Grid Indus, in the free movement of companies in the European Union. This reference for a preliminary ruling constitutes a remarkable decision of the Grand Chamber of the CJEU, as it can be easily deduced by the number of the intervening Member States. Its significance relies on the fact that it constitutes the first case, decided by the CJEU, on the compatibility of companies' exit taxes with freedom of establishment. It also provides the Court with an opportunity to revisit its Daily Mail and Cartesio case law. The article researches the impact of the judgment on companies' exit taxation, while it also analyses the case in the context of previous case law both on exit taxation on natural persons and companies' freedom of emigration. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012039 |
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'The Economic Constitution of the EU Treaty and the Limits between Economic and Non-economic Activities', Vassilis Hatzopoulos, Issue 6, pp. 973–1007 |
infoVassilis Hatzopoulos, 'The Economic Constitution of the EU Treaty and the Limits between Economic and Non-economic Activities' (2012) 23 European Business Law Review, Issue 6, pp. 973–1007 | | In an era where the limits between state (public) and non-state (private) activities become increasingly blurred, the demarcation between the concept of economic and non-economic is forcibly put under strain. Such demarcation, has a special 'constitutional' function within the EU, since it operates as a 'vertical' competence moderator between Member States and the EU. The contribution in hand first discusses whether it is a good idea to have the same concept of 'economic' throughout the Treaty rules (internal market and competition) and finds to the affirmative. Then it goes on to discuss the various concepts and criteria put forward in the political debate, essentially animated by the Commission, in order to distinguish between economic, noneconomic and other types of services (social in particular). Considering that these concepts do not allow for a coherent judicial application, the article turns to the actual practice of the CJEU and finds that the Court very rarely engages into the slippery slope of the nature of the activity, but typically uses other, more technical criteria: the nature of the entity involved, the object of the measure, the existence of mitigating factors and the applicability of exceptions. This finding is substantiated through a comparative examination of the Court's case law in cases involving free movement, public procurement, anti-trust and state aid rules. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012040 |
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'Promotion of Financial Stability through Structural Regulatory Reforms: Revisiting the Separation of Retail and Investment Banking and Consequences for the Hedge Fund Industry', M Shabir Korotana, Issue 6, pp. 1009–1024 |
infoM Shabir Korotana, 'Promotion of Financial Stability through Structural Regulatory Reforms: Revisiting the Separation of Retail and Investment Banking and Consequences for the Hedge Fund Industry' (2012) 23 European Business Law Review, Issue 6, pp. 1009–1024 | | The independent Commission on Banking has submitted its Final Report. It contains recommendations for new financial regulation. Primarily these recommendations are for banking regulation within a broader financial sector. Essentially the report focuses on two aspects of banking; those are Financial Stability and competition. The financial stability deals with structural changes or in other words structural regulation. The Commission has recommended structural changes to the existing financial regulatory regime whereby it has proposed the separation of retail banking and investment banking, the purpose of which is to achieve financial stability. The Commission has recommended to ring-fence the retail banking which will include vital banking activities; these are identified as mandatory services which a retail bank must provide and on the other hand the report also specifies the prohibited activities for the ring fenced bank which it must not offer, this includes services to financial companies. Thus, a hedge fund company (HFC) being a financial company falls outside the ring-fence, therefore, it will not be provide vital banking services, because a ring-fenced bank is prohibited to provide these services in this context. It concludes that it is unfair to HFCs that being SMEs they are denied these services. There is no evidence that a HFC could be a threat to 'financial stability' of the system, rather it supports economy which would contribute to the 'financial stability' of the very system, which is the purpose of the recommendations. At the outset this discussion is supported by the discussion of the generic concepts financial stability, banking services, financial system and the separation of retail and investment banking. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012041 |
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'When Complexity Impairs Disclosure – A Critique of SFC’s Proposal to Strengthen the Disclosure Regime after the Lehman Minibonds Incident in Hong Kong', Will W Shen, Issue 6, pp. 1025–1040 |
infoWill W Shen, 'When Complexity Impairs Disclosure – A Critique of SFC’s Proposal to Strengthen the Disclosure Regime after the Lehman Minibonds Incident in Hong Kong' (2012) 23 European Business Law Review, Issue 6, pp. 1025–1040 | | The shockwaves from Lehman Brothers' demise in September 2008 are still reverberating through the world of retail structured financial products in Asia. The retail buyers across the region, in particular, those in Hong Kong suffered losses from complex structure financial products linked to the failed US investment banks. The regulators in Hong Kong have proposed to tighten up the disclosure regime providing sufficient information regarding the risks involved in structured securities to the end customers. This article reviews potential problems pertaining to this regulatory move. Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012042 |
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'Editorial Book Review: Iain MacNeil and Justin O’Brien (eds), The Future of Financial Regulation (Oxford: Hart Publishing 2010)', Issue 6, pp. 1041–1042 |
info'Editorial Book Review: Iain MacNeil and Justin O’Brien (eds), The Future of Financial Regulation (Oxford: Hart Publishing 2010)' (2012) 23 European Business Law Review, Issue 6, pp. 1041–1042 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012043 |
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'Index of Articles', Issue 6, pp. 1043–1046 |
info'Index of Articles' (2012) 23 European Business Law Review, Issue 6, pp. 1043–1046 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012044 |
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'Index of Authors', Issue 6, pp. 1047–1049 |
info'Index of Authors' (2012) 23 European Business Law Review, Issue 6, pp. 1047–1049 | | Copyright © 2012 Kluwer Law International
All rights reserved ISSN: 0959-6941
ID: EULR2012045 |
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