bluuebunny/crossref_metadata_2025 huggingface dataset:
Militarization and popular culture in the shadow of war: the 2022 Eurovision Song Contest
Authors: Noy Inbar , Viner-Serdtse Meital , Press-Barnathan Galia
Published: June 2024

What is the political role of cultural mega-events in the context of ongoing war? The article examines the interaction between cultural mega-events and militarization processes in the shadow of war. It addresses two main gaps: the lack of attention to the politics of such events during war, and the specific understanding of militarization usually adopted by popular culture scholars. It examines the development of material and symbolic forms of militarization, and addresses the impact of the commercial logic behind mega-events on the intensification and normalization of militarized practices. Empirically, the article focuses on the different militarization processes that developed in and through the 2022 Eurovision Song Contest, in response to the Russian invasion of Ukraine. It examines how these play out in Ukraine (through the militarization of the band Kalush Orchestra and the militarization of the Ukrainian song ‘Stefania’), within the Eurovision contest itself and across Europe (through its participation in the competition). In doing so it also contributes to the broader debate about the changing security identity of Europe, and the development of a new militarized liberal European identity. Using data from social media, the article also highlights the role of such platforms in militarization processes.
Safety and Immunogenicity of a 4-Component Generalized Modules for Membrane Antigens Shigella Vaccine in Healthy European Adults: Randomized, Phase 1/2 Study
Authors: Leroux-Roels Isabel , Maes Cathy , Mancini Francesca , Jacobs Bart , Sarakinou Eleanna , Alhatemi Azhar , Joye Jasper , Grappi Silvia , Cilio Giulia Luna , Serry-Bangura Alimamy , Vitali Claudia G , Ferruzzi Pietro , Marchetti Elisa , Necchi Francesca , Rappuoli Rino , De Ryck Iris , Auerbach Jochen , Colucci Anna M , Rossi Omar , Conti Valentino , Scorza Francesco Berlanda , Arora Ashwani Kumar , Micoli Francesca , Podda Audino , Nakakana Usman N ,   the Shigella Project Team, Ranzato Giulia , Mariyala Kishor , Aravapalli Sateesh , Barbucci Stefania , Mulder Rob , Citiulo Francesco , Cappelletti Emilia , Gasperini Gianmarco , Giannelli Carlo , Acquaviva Alessandra , Sollai Luigi , Alfini Renzo , Aruta Maria Grazia , Martin Laura Bartle
Published: June 2024

Background

We report data from stage 1 of an ongoing 2-staged, phase 1/2 randomized clinical trial with a 4-component generalized modules for membrane antigens-based vaccine against Shigella sonnei and Shigella flexneri 1b, 2a, and 3a (altSonflex1-2-3; GSK).

Methods

Europeans aged 18–50 years (N = 102) were randomized (2:1) to receive 2 injections of altSonflex1-2-3 or placebo at 3- or 6-month interval. Safety and immunogenicity were assessed at prespecified time points.

Results

The most common solicited administration-site event (until 7 days after each injection) and unsolicited adverse event (until 28 days after each injection) were pain (altSonflex1-2-3, 97.1%; placebo, 58.8%) and headache (32.4%; 23.5%), respectively. All serotype-specific functional IgG antibodies peaked 14–28 days after injection 1 and remained substantially higher than prevaccination at 3 or 6 months postvaccination; the second injection did not boost but restored the initial immune response. The highest seroresponse rates (≥4-fold increase in titers over baseline) were obtained against S. flexneri 2a (enzyme-linked immunosorbent assay [ELISA] after injection 1, 91.0%; after injection 2 [day 113; day 197], 100%; 97.0% and serum bactericidal activity [SBA] after injection 1, 94.4%; after injection 2, 85.7%; 88.9%) followed by S. sonnei (ELISA after injection 1, 77.6%; after injection 2, 84.6%; 78.8% and SBA after injection 1, 83.3%; after injection 2, 71.4%; 88.9%). Immune responses against S. flexneri 1b and S. flexneri 3a, as measured by both ELISA and SBA, were numerically lower compared to those against S. sonnei and S. flexneri 2a.

Conclusions

No safety signals or concerns were identified. altSonflex1-2-3 induced functional serotype-specific immune responses, allowing further clinical development in the target population.

Clinical Trials Registration . NCT05073003.
Pectin supplementation accelerates post-antibiotic gut microbiome reconstitution orchestrated with reduced gut redox potential
Authors: Xu Rongying , Feng Ni , Li Qiuke , Wang Hongyu , Li Lian , Feng Xiaobo , Su Yong , Zhu Weiyun
Published: June 2024

Antibiotic-induced gut dysbiosis (AID) presents a big challenge to host health, and the recovery from this dysbiosis is often slow and incomplete. AID is typically characterized by elevation in redox potential, Enterobacteriaceae load, and aerobic metabolism. In our previous study, a pectin-enriched diet was demonstrated to decrease fecal redox potential and modulate the gut microbiome. Therefore, we propose that pectin supplementation may modulate gut redox potential and favor post-antibiotic gut microbiome reconstitution from dysbiosis. In the present study, rats with AIDwere used to investigate the effects of pectin supplementation on post-antibiotic gut microbiome reconstitution from dysbiosis. The results showed that pectin supplementation accelerated post-antibiotic reconstitution of gut microbiome composition and function and led to enhancement of anabolic reductive metabolism and weakening of catabolic oxidative pathways. These results were corroborated by the measurement of redox potential, findings suggesting that pectin favors post-antibiotic recovery from dysbiosis. Pectin-modulated fecal microbiota transplantation accelerated the decrease in antibiotics-elevated redox potential and Enterobacteriaceae load similarly to pectin supplementation. Moreover, both pectin supplementation and Pectin-modulated fecal microbiota transplantation enriched anaerobic members, primarily from Lachnospiraceae orchestration with enhancement of microbial reductive metabolism in post-antibiotic rats. These findings suggested that pectin supplementation accelerated post-antibiotic gut microbiome reconstitution orchestrated with reduced gut redox potential and that the effect of pectin on redox potential was mediated by remodeling of the intestinal microbiota.
An allosteric inhibitor of the PhoQ histidine kinase with therapeutic potential against Salmonella infection
Authors: Lobertti Carlos A , Cabezudo Ignacio , Gizzi Fernán O , Blancato Víctor , Magni Christian , Furlán Ricardo L E , García Véscovi Eleonora
Published: June 2024

Background

The upsurge of antimicrobial resistance demands innovative strategies to fight bacterial infections. With traditional antibiotics becoming less effective, anti-virulence agents or pathoblockers, arise as an alternative approach that seeks to disarm pathogens without affecting their viability, thereby reducing selective pressure for the emergence of resistance mechanisms.

Objectives

To elucidate the mechanism of action of compound N′-(thiophen-2-ylmethylene)benzohydrazide (A16B1), a potent synthetic hydrazone inhibitor against the Salmonella PhoP/PhoQ system, essential for virulence.

Materials and methods

The measurement of the activity of PhoP/PhoQ-dependent and -independent reporter genes was used to evaluate the specificity of A16B1 to the PhoP regulon. Autokinase activity assays with either the native or truncated versions of PhoQ were used to dissect the A16B1 mechanism of action. The effect of A16B1 on Salmonella intramacrophage replication was assessed using the gentamicin protection assay. The checkerboard assay approach was used to analyse potentiation effects of colistin with the hydrazone. The Galleria mellonella infection model was chosen to evaluate A16B1 as an in vivo therapy against Salmonella.

Results

A16B1 repressed the Salmonella PhoP/PhoQ system activity, specifically targeting PhoQ within the second transmembrane region. A16B1 demonstrates synergy with the antimicrobial peptide colistin, reduces the intramacrophage proliferation of Salmonella without being cytotoxic and enhances the survival of G. mellonella larvae systemically infected with Salmonella.

Conclusions

A16B1 selectively inhibits the activity of the Salmonella PhoP/PhoQ system through a novel inhibitory mechanism, representing a promising synthetic hydrazone compound with the potential to function as a Salmonella pathoblocker. This offers innovative prospects for combating Salmonella infections while mitigating the risk of antimicrobial resistance emergence.
Therapeutic effects of mitoquinol during an acute heat stress challenge in growing barrows
Authors: Mayorga Edith J , Horst Erin A , Goetz Brady M , Rodriguez-Jimenez Sonia , Abeyta Megan A , Al-Qaisi Mohmmad , Rhoads Robert P , Selsby Joshua T , Baumgard Lance H
Published: June 2024

Study objectives were to determine the effects of mitoquinol (MitoQ, a mitochondrial-targeted antioxidant) on biomarkers of metabolism and inflammation during acute heat stress (HS). Crossbred barrows [n = 32; 59.0 ± 5.6 kg body weight (BW)] were blocked by BW and randomly assigned to 1 of 4 environmental-therapeutic treatments: 1) thermoneutral (TN) control (n = 8; TNCon), 2) TN and MitoQ (n = 8; TNMitoQ), 3) HS control (n = 8; HSCon), or 4) HS and MitoQ (n = 8; HSMitoQ). Pigs were acclimated for 6 d to individual pens before study initiation. The trial consisted of two experimental periods (P). During P1 (2 d), pigs were fed ad libitum and housed in TN conditions (20.6 ± 0.8 °C). During P2 (24 h), HSCon and HSMitoQ pigs were exposed to continuous HS (35.2 ± 0.2 °C), while TNCon and TNMitoQ remained in TN conditions. MitoQ (40 mg/d) was orally administered twice daily (0700 and 1800 hours) during P1 and P2. Pigs exposed to HS had increased rectal temperature, skin temperature, and respiration rate (+1.5 °C, +6.8 °C, and +101 breaths per minute, respectively; P < 0.01) compared to their TN counterparts. Acute HS markedly decreased feed intake (FI; 67%; P < 0.01); however, FI tended to be increased in HSMitoQ relative to HSCon pigs (1.5 kg vs. 0.9 kg, respectively; P = 0.08). Heat-stressed pigs lost BW compared to their TN counterparts (−4.7 kg vs. +1.6 kg, respectively; P < 0.01); however, the reduction in BW was attenuated in HSMitoQ compared to HSCon pigs (−3.9 kg vs. −5.5 kg, respectively; P < 0.01). Total gastrointestinal tract weight (empty tissue and luminal contents) was decreased in HS pigs relative to their TN counterparts (6.2 kg vs. 8.6 kg, respectively; P < 0.01). Blood glucose increased in HSMitoQ relative to HSCon pigs (15%; P = 0.04). Circulating non-esterified fatty acids (NEFA) increased in HS compared to TN pigs (P < 0.01), although this difference was disproportionately influenced by elevated NEFA in HSCon relative to HSMitoQ pigs (251 μEq/L vs. 142 μEq/L; P < 0.01). Heat-stressed pigs had decreased circulating insulin relative to their TN counterparts (47%; P = 0.04); however, the insulin:FI ratio tended to increase in HS relative to TN pigs (P = 0.09). Overall, circulating leukocytes were similar across treatments (P > 0.10). Plasma C-reactive protein remained similar among treatments; however, haptoglobin increased in HS relative to TN pigs (48%; P = 0.03). In conclusion, acute HS exposure negatively altered animal performance, inflammation, and metabolism, which were partially ameliorated by MitoQ.
Exploring the interplay of weight-based teasing and sociodemographic factors in adolescent weight bias internalization
Authors: Wu Rui , Puhl Rebecca M , Lessard Leah M , Foster Gary D , Cardel Michelle I
Published: June 2024

Objective

Research has highlighted the potential adverse effects of weight bias internalization (WBI) on adolescents, but there has been little examination of WBI and sources of weight teasing (family, peers, or both) or across racial/ethnic diversity of adolescents. We aimed to examine the relationship between WBI and sources of weight teasing across sociodemographic characteristics and weight status in a diverse community sample of adolescents.

Methods

Data were collected from a U.S. sample of 1859 adolescents aged 10–17 years (59% female; 43% White, 27% Black or African American, and 25% Latino). An online questionnaire was used to assess participants’ experiences of weight teasing from family members, peers, or both, and their weight status, weight-related goals, WBI, and sociodemographic characteristics.

Results

Adolescents experiencing weight teasing from both family and peers reported the highest levels of WBI, while those reporting no teasing exhibited the lowest levels. These patterns were observed across sex, race/ethnicity, weight status, and weight goals, and persisted after controlling for depressive symptoms. Notably, family influences played a salient role, with adolescents reporting higher WBI if teased by family only compared to teasing from peers only. Sex and racial differences were also observed in adolescents’ experiences with weight-based teasing.

Conclusion

Our study reveals associations between adolescent weight-based teasing, WBI, and sociodemographic factors. Weight-based teasing, whether from family and peers or from family only, was associated with increased WBI. Interventions targeting weight stigma in youth should not be limited to peer-focused efforts, but should also emphasize supportive family communication.
Combatting Corruption and Collusion in Public Procurement
Authors: Anderson Robert D , Jones Alison , Kovacic William E
Published: June 2024

This book considers why corruption and collusion continue to undermine public procurement processes despite national and international efforts to combat them. It also makes proposals for reforms aimed at combatting these practices and helping countries to defend the integrity of their public procurement systems. It examines why public procurement processes are especially prone to distortion by corruption and/or collusion, the harm these practices cause, the basic frameworks that countries adopt to limit the scope for corruption and supplier collusion in their public procurement systems, and how the effectiveness of these foundational frameworks can be optimized, strengthened, and bolstered to ensure that they achieve their objectives and are not prevented by weaknesses within them. Recognizing that, even if they may embody common elements, the challenges of implementing and embedding an effective system vary across jurisdictions; subsequent chapters go on to examine the particular contexts of, and make proposals for reform in, seven discrete jurisdictions, the United Kingdom, the United States, Brazil, Hungary, Poland, the Ukraine, and Canada. It concludes by drawing together the book’s overall findings and reform proposals and highlighting some core points relating to the general and jurisdiction-specific discussions. An overarching theme includes the real need in all states to recognize the pervasive nature, and high risk, of corruption and collusion impacting public procurement, and the necessity to hone and develop public procurement systems routinely to counter the compelling incentives for such conduct, to block opportunities for it, and to encourage compliance with relevant laws.
Competition Law and Public Interest Considerations
Authors: Kokkoris Ioannis
Published: June 2024

This chapter introduces the purpose of the book. The overall objective of this book is to assess whether US government and regulatory authorities in a variety of sectors assess mergers and acquisition transactions by looking at the impact of these transactions on public interest considerations. The Federal Trade Commission or the Department of Justice approach to the assessment of transactions brings to light areas of convergence and divergence between these two competition authorities and authorities such as the Committee on Foreign Investment in the United States, the Federal Communications Commission, and other sector regulatory authorities in the United States. The book closely scrutinizes the US merger control enforcement in all its variants and in different industry sectors and discusses the approach of the authorities involved as they are focusing on competition considerations, such as the impact of the transaction on consumer welfare, as well as non-competition considerations such as public interest, taking into account social and economic values, including national security and other aspects of public interest aspects relevant for the regulated sectors.
Conclusion
Authors: Kokkoris Ioannis
Published: June 2024

The concluding chapter brings together the analysis in the book and shows the extent to which public interest considerations applied by sectoral regulators in the United States as well as considerations in relation to national security that are taken into account by Committee on Foreign Investment in the United States have been incorporated in US merger control. The chapter notes that the application of a national security test, without an appropriate balance of transparency, runs the risk of undermining legal certainty that is essential for foreign direct investment. In relation to the public interest test applied by sectoral regulators in merger assessment, the chapter argues its application has frequently failed to be applied in a consistent and evidence-based manner, when compared to the approach the antitrust agencies take under the substantial lessening of competition test on transactions of concurrent jurisdiction, largely because the public interest standard incorporates multiple aims that need to be accommodated. The chapter observes that in this overlapping jurisdiction there is an imbalance between the competition and non-competition considerations, where sectoral regulators, who have limited expertise in competition analysis compared to the antitrust agencies, have the authority to overrule the view of the latter. Distilling all these considerations, the chapter suggests that the application of these standards has resulted in a complex, expensive, and inefficient merger assessment process in the sectors discussed herein, which is difficult to justify how it leads to efficiency in the mergers and acquisition assessment process in the United States.
Merger Control, National Security, and Foreign Direct Investment Screening
Authors: Kokkoris Ioannis
Published: June 2024

The book provides a comprehensive exploration of the intricate interplay between national security, foreign direct investment (FDI), and competition policy in an increasingly interconnected global economy. Spanning a wide array of jurisdictions, industries, and policy contexts, it delves into the complexities of reconciling protectionist measures with the imperative of fostering international investment and maintaining a level playing field for all businesses, regardless of nationality. Central to the book’s analysis is the exploration of FDI screening mechanisms with a national security perspective as they apply to mergers and acquisitions (M&A) transactions. Drawing on case studies from major economies like the European Union, the United Kingdom, the United States, China, and beyond, the book examines how lawmakers negotiate between protecting their strategic sectors and promoting a welcoming environment for investors. The book underscores the need for transparency, predictability, and procedural clarity in these mechanisms to foster stakeholder confidence and curb arbitrary decision-making. Furthermore, the book contributes to illustrating the increasingly important link between competition law and non-competition interests. Through meticulous examination, the book showcases how competition authorities grapple with incorporating broader societal goals (in general) and national security concerns (in particular) into merger control assessments. It scrutinizes the challenges of balancing these objectives while maintaining the integrity of competition law principles and avoiding undue political influence. The book’s analysis serves as a timely guide for policymakers, practitioners, scholars, and stakeholders seeking to navigate the intricacies of global economic interdependence without dismissing national interests.
Introduction
Authors: Kokkoris Ioannis
Published: June 2024

The Introduction presents national security assessments in the context of FDI across various jurisdictions. The chapter reviews the history and rationale of economic nationalism as a strategy to safeguard domestic economies against foreign economic influences, especially during crises. The Covid-19 pandemic revived the discourse on global trade models, culminating in countries adopting policies to shield economic sovereignty. The intricate balance between market integration and protectionist policies is illustrated, with emphasis on the relevance of national security considerations amidst international investment dynamics. The chapter summarizes the structure of the book and offers an overview of the approaches adopted by the jurisdictions taken into consideration. The global trend towards scrutinizing foreign investments in a rapidly changing global economic climate is emphasized. Finally, the chapter underscores that even accepting that governments might resort to protectionist policies to protect national security and critical assets, this strategy should consider the need to protect open markets.
National Security and FDI Screening in the US
Authors: Kokkoris Ioannis
Published: June 2024

This chapter examines the US approach to assessing national security concerns in the context of merger control and FDI. It highlights the role of the CFIUS in evaluating risks to national security posed by foreign acquisitions. It explores instances where CFIUS has blocked transactions, emphasizing the secrecy surrounding its decision-making. While the number of transactions blocked by CFIUS remains relatively low, its scope for intervention is wide, and its criteria are highly discretional. The chapter also looks at changing presidential attitudes towards FDI, particularly from China, with increasing concerns about technology and innovation transfers and issues raised by state-owned enterprises (SOEs). In conclusion, the chapter underscores the importance of transparency, accountability, and efficiency in the national security assessment process, arguing for a more detailed perspective of CFIUS’s rationale, to enhance the understanding of its decisions.
Determining the Constituent Elements of an Undertaking
Authors: Whelan Peter
Published: June 2024

This chapter articulates how the constituent elements (legal and natural persons) of an undertaking are determined under EU competition law and why that approach helps to identify rationally the range of potential entities that could theoretically be subjected to the requisite imputation process. It first highlights that the ability of one person to exercise ‘decisive influence’ over another is what determines whether those persons come within a given undertaking. It then analyses recent EU-level jurisprudence that could possibly question the central role of decisive influence in determining an undertaking’s boundaries when that undertaking comprises different companies within a corporate group. By providing meaning to ‘undertaking’ through reliance upon the specific context in which the term is used (drawing an outer boundary versus imputation within that boundary), it argues that, irrespective of the said recent jurisprudence, the ability to exercise control remains the test for determining the scope of an undertaking regarding corporate groups. It then considers joint ventures. It demonstrates that ‘joint’ or ‘partial’ parents are capable of exercising sufficient control over a subsidiary for them to be treated similarly to a single parent when one determines the constituent persons of an undertaking for the purposes of attributing liability. Finally, through reliance upon the concept of ‘competition’ and the traditional notion of the ‘firm’, it justifies using the test of decisive influence to determine an undertaking’s boundaries, thus providing a rational basis for the range of potential entities that could theoretically be subjected to the imputation process.
The Applicability to EU-Level Enforcement of the Deterrence-Based Justification for Parental Antitrust Liability
Authors: Whelan Peter
Published: June 2024

This chapter acknowledges that, just because one can find a role in principle for parental liability in antitrust enforcement, it does not immediately follow that the existence of such a role is compelling in the specific case of EU-level enforcement, particularly if other, more suitable means of filling the ‘deterrence gap’ are available in that specific context. More precisely, it examines the extent to which a deterrence-based argument for parental antitrust liability is compelling with respect to EU-level enforcement. Three steps are taken in this analysis. The first step involves the identification of the central issue in this context (the decision to go ‘up’ to the parent, rather than ‘down’ to the individual lawbreakers) and with it a potential alternative EU-level method of achieving the aim of parental liability: individual administrative sanctions. The second step details the potential deterrent impact of individual administrative sanctions, thereby underlining the fact that such sanctions could possibly take the place of parental liability, despite arguments to the contrary in the literature. The third, and final, step involves determining the extent to which individual administrative sanctions can indeed resolve more effectively the specific deterrence-based problem towards which parental liability at EU level is aimed at resolving. In taking these steps, this chapter determines whether there is indeed a genuine role for the employment of parental liability at EU level.
The Deterrence-Based Rationale and the Scope and Substance of the EU-Level Doctrine of Parental Antitrust Liability
Authors: Whelan Peter
Published: June 2024

This chapter begins this book’s analysis of whether the EU-level doctrine of parental antitrust liability fulfils the second criterion in the legitimacy framework (‘effectiveness’). It is the first of two consecutive chapters that examine the extent to which the specifics of the EU-level approach to parental antitrust liability align with its identified enforcement justification: deterrence. The current chapter undertakes this evaluation by critically examining the alignment of the previously-articulated deterrence-based argument in favour of parental liability with the scope of the said doctrine and with the substantive test that underpins it. Consistent with this aim, the chapter comprises two substantive sections. First, it analyses the extent to which the deterrence-based argument advanced earlier this book can be applied to all types of antitrust violations—as occurs at EU level—and not just cartel activity. Second, it examines whether the specifics of the substantive test of ‘decisive influence’ at EU level faithfully implements the deterrence-based argument in practice. It takes issue with two aspects of the substantive test, aspects that cannot be adequately justified with reference to the theory of deterrence.
A Proposal for a More Legitimate Approach to Parental Liability in EU Competition Law
Authors: Whelan Peter
Published: June 2024

This, the final, chapter of the book completes the critical analysis of the legitimacy of the EU-level doctrine of parental antitrust liability by providing a reasoned account of the legal changes that should occur with that doctrine in order to ensure that it can become unequivocally legitimate in both concept and operation. To achieve its aim, the chapter comprises two substantive sections and a conclusion. It notes that, due to the extent to which parental antitrust liability can be justified in principle, one is not required to abolish the doctrine in order to protect the legitimacy of EU competition law enforcement. However, it is further emphasised that the remaining three criteria in the legitimacy framework currently reveal problematic implications for the EU-level doctrine of parental antitrust liability, resulting in an identifiable legitimacy gap which needs to be rectified through reform. Second, with the said context in mind, the monograph’s five-part legal proposal for a more legitimate approach to parental liability in EU competition law is outlined, rationalised, and evaluated. In turn, the chapter outlines the central concern of the monograph’s proposal, outlines the specifics of the said proposal, rationalises the said proposal by articulating how the central concern of the proposal is resolved by virtue of its specifics, and emphasises the inherent value of the proposal for the enforcement of EU competition law.
The Competition Economics Toolkit
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James
Published: June 2024

This chapter sets out basic economic concepts and tools used in competition law. This starts with supply and demand, which provide a surprising amount of insight into how competition works. It then turns to the theory of oligopoly, which lies at the heart of mergers, cartels, and exclusionary conduct, and is based on game theory. Next it discusses network effects, which matter for online platform markets, and behavioural economics, which builds on ideas from psychology to explain economic decision-making by consumers, in particular in the presence of consumer biases. Finally, the toolkit covers regression analysis, used for measuring the effects of a cartel or a merger.
Directors’ Decision-Making and Delegation
Authors: Willson William
Published: June 2024

This chapter tackles the decision-making and delegation of directors. While the Companies Act 2006 has always left the procedure for decision-making by directors to the constitution of the company, the provision required records of decisions to be kept. Some provisions will contain special rules designed to meet the needs of the particular company, while other provisions are adapted from default articles from the Companies Act. The chapter explains that Model Articles are used as drafting sources for public companies. It then considers the unanimous decisions within private companies and written resolutions enacted in public companies, which references the Model Articles.
General Duties of Directors
Authors: Arnold Mark
Published: June 2024

This chapter looks into the general duties of directors indicated in the Companies Act 2006. The codification of the provision was put in place following the recommendation of the Law Commission and the Scottish Law Commission in their report in 1999. The general duties revolve around several duties such as acting within the power, promoting the company's success, exercising independent judgement, and avoiding conflicts of interest. The chapter clarifies that the general duties apply to directors and de facto directors. It then explains the distinction between the director's fiduciary duties to other types of duties as per the Companies Act.
Historical Overview
Authors: Fletcher Ian F
Published: June 2024

This chapter details the drafting of the Insolvency Proceedings Regulation and its precursors. It provides a brief account of the protracted process which resulted in the adoption of the original Council Regulation (EC) 1346/2000. That project had begun as a proposal to conclude a Convention among the EEC Member States to regulate the conduct of insolvency proceedings as between themselves. In its final iteration, the text was adopted as a Regulation of the EC Council on 29 May 2000. Having been adopted in that form, the Regulation automatically entered into force on the appointed day—31 May 2002—in all the 14 Member States which were then participating in the legislative programme promulgated under the provisions of the EC Treaty. The chapter then looks at the revision of the Original Insolvency Proceedings Regulation (2000) from 2012 to 2015, before considering the Recast Insolvency Proceedings Regulation 2015.
Scope and Jurisdiction
Authors: Richter Tomáš
Published: June 2024

This chapter examines the scope of the Insolvency Proceedings Regulation, which has changed significantly after the entry into force of the Recast Insolvency Proceedings Regulation (RR). The RR substantially expanded the material scope of the Insolvency Proceedings Regulation by allowing more types of proceedings to be covered by it. However, the exit of the UK from the EU in December of 2020 without any substitute for the RR led to a shrinkage of the territory on which the RR applies. The chapter then looks at the sphere of the Insolvency Proceedings Regulation’s application in terms of the types of proceedings, the types of debtors, and the territories which it covers. It also considers how the Insolvency Proceedings Regulation establishes Member States’ international jurisdiction with respect to several types of proceedings, namely (a) main insolvency proceedings, (b) territorial insolvency proceedings, (c) ancillary proceedings, (d) proceedings concerning protective and preservation measures, and (e) group coordination proceedings.
The Unfair Terms Directive and Its Application to Banking and Financial Contracts
Authors: Busch Danny , Lehmann Matthias
Published: June 2024

This chapter presents the Unfair Terms Directive (UTD), which is the key text of the European Union (EU)’s unfair terms control. The chapter discusses all provisions of the UTD relevant to banking and financial context, article by article. It also provides an overview over the extensive and complex case law of the Court of Justice of the EU (CJEU) in the area. The chapter starts by analysing the purpose and scope of the Directive as well as its relation to the national laws of the Member States. It goes on to discuss the exclusion of core terms from unfair terms control, the transparency requirement, and the unfairness test. It also addresses the legal consequences of unfair terms and procedural remedies, which result from a complex interplay between EU and national law.
The Czech Republic
Authors: Simon Rita , Vyskočilová Silvia
Published: June 2024

This chapter covers the implementation of the Unfair Terms Directive (UTD) in the Czech Republic. It details the socio-economic landscape of the Czech Republic, referencing how the recession, COVID-19 pandemic, and non-bank consumer credit providers have affected the landscape. Before the implementation of the UTD, the Czech legislation did not specifically protect consumers against unfair contract terms so the introduction of unfair terms control was a novelty in 2000. However, more traditional and stronger legal principles, such as good morals, continue to be the main ruling principles in Czech financial contracts. The chapter also elaborates on the legal bases of unfair terms control.
Estonia
Authors: Kull Irene
Published: June 2024

This chapter provides an overview of Estonia’s unfair terms in financial contracts. It notes how radical reforms and the adoption of euro resulted in Estonia’s economic success and challenges respectively after regaining independence. Estonia has implemented a higher level of consumer protection than that provided by the Unfair Terms Directive (UTD) by applying the rules on unfair standard terms to all kinds of contractual relationships. Additionally, Estonia has adopted a system where the incorporation and transparency tests are separated into different stages and precede the substantive fairness test. Even though courts will generally apply the fairness test of standard terms following the aims of the UTD, the collective protection of consumers’ rights is virtually non-existent.
Financial Services Contracts in EU Law
Authors: Della Negra Federico
Published: June 2024

In the wake of the 2008 Global Financial Crisis, misconduct and unfair contract terms in financial services contracts triggered a wave of litigation before national courts. Litigation did not remain a national law issue but soon became an EU law issue. National courts sought, through the preliminary reference procedure, the Court of Justice of the European Union’s (CJEU) guidance to interpret EU financial services legislation and determine the scope of consumers’ rights and private law remedies vis-à-vis financial service providers (FSPs). The high number of CJEU’s rulings have significantly innovated numerous EU and national private law rules on financial services contracts. The CJEU has often expanded consumers’ private law remedies, based on general principles of EU law, beyond the letter of the law, thus ‘creating’ new private law principles for these contracts. This book provides the first comprehensive and systematic analysis of the rapidly evolving and complex CJEU case law on retail credit, payment, and investment services contracts. It discusses extensively the rationales of the CJEU’s judgments and gives guidance on the role of general principles of EU law in the CJEU’s reasoning. It identifies and examines the emerging judge-made principles of private law applicable across retail financial services contracts. It also assesses the significant legal and policy implications of the CJEU case law on national and EU private law.
Formation and the Concept of Agreement
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza
Published: June 2024

This chapter provides an overview of contract formation and the concept of agreement. For a contract to exist, a number of requirements must be made out. The parties must come to an agreement, they must intend to contract, the agreement must be supported by valuable consideration, and any formalities, such as the need for the contract to be evidenced in writing, must be satisfied. Throughout the law of contract is the guiding principle of the objective theory of contract. The objective theory dictates that when determining whether or not a statement made by a person was intended to form the basis of a contract, it is construed by reference to a reasonable person in the position of the party to whom the statement is directed. Ultimately, the traditional method for discovering the existence of an agreement is that of offer and acceptance. The chapter then addresses whether contract formation is an issue of fact or law.
Acceptance
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza
Published: June 2024

This chapter evaluates the various rules governing acceptance. In general terms, an acceptance involves the communication of an unequivocal assent to the terms of an offer. Such ‘assent’ requires a commitment to the terms of the offer and not an acknowledgement of the offer or an expression of interest in the offer. The concept of acceptance is grounded in the objective theory of contract. The chapter then considers the manner of acceptance, which may occur by words or conduct. Generally, silence cannot constitute acceptance. The chapter also looks at instantaneous communications and the postal acceptance rule, as well as standard form contracting and the ‘battle of the forms’.
Pre-Contractual Liability
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza
Published: June 2024

This chapter discusses pre-contractual liability, considering situations where the parties set out to make a contract but do not complete the course and make that contract. It assesses whether one party may be liable to the other and in what circumstances. As the contract making process has become longer and more complex, this has become an increasingly important area of law and one which is still in active development. The chapter then looks at quantum meruit claims before focusing on proprietary estoppel, which is a form of estoppel that can gives rise to a cause of action. Proprietary estoppel may result from acquiescence or encouragement. For proprietary estoppel, although it must be reasonable to rely on the representation, there does not need to be the same level of certainty and completeness as is required for an enforceable contract, and therefore it may be relevant when negotiations do not result in a contract.
The Role of FDL Claims in Strengthening Corporate Accountability for Human Rights Violations
Authors: Aristova Ekaterina
Published: June 2024

This chapter covers the phenomenon and regulatory aspects of foreign direct liability (FDL) claims. It discusses the role of FDL claims in strengthening corporate accountability for human rights violations. The vast majority of FDL claims worldwide have been brought under civil causes of action, with claims based on negligence being particularly prominent. The chapter then examines the landmark cases of transnational business and human rights litigated in the UK, the US, Canada, EU Member States, and Australia. It elaborates on the development of parent company liability principles and the opportunities and limitations of using tort law to remedy human rights violations.
Jurisdiction of English Courts in FDL Claims: Status QUO and Recent Developments
Authors: Aristova Ekaterina
Published: June 2024

This chapter looks into the status quo and recent developments regarding the jurisdiction of English courts in foreign direct liability (FDL) claims. It draws a comparison of frameworks and jurisdiction of FDL claims before and after the enactment of Brexit. According to recent case law, the two major obstacles in establishing the jurisdiction of the English courts to try FDL claims involve the necessary and proper party gateway and the appropriate forum for trying the dispute. The chapter explains how English courts assert jurisdiction over English parent companies and their foreign subsidiaries. It looks into how the rules of jurisdiction in FDL claims suffer from a conceptual challenge of the English courts to acknowledge the underlying nature of the dispute and allocation of liability between the defendants.
Ancillary Measures
Authors: Briggs Adrian
Published: June 2024

This chapter deals with and explains a number of procedural mechanisms which are designed to smooth the path to an effective trial, as well as with one which is designed to prevent a foreign court from conducting a trial. A claimant may need assistance in serving process on a defendant overseas or in obtaining evidence from a witness who is overseas, and the English court may be able to invoke the provisions of an international convention (but no longer the assistance of a European Regulation) to procure it. Where the defendant or witness is in a state not party to such a convention, the powers of the court are significantly reduced. The international power of an English court to make orders for the preservation of assets, to pave the way for the claimant to enforce a judgment which has not yet been given, is examined. The international power of an English court to issue an anti-suit injunction, which orders a respondent to not invoke the jurisdiction of a foreign court or to discontinue proceedings before a foreign court, is examined, with particular attention given to the doctrinal basis for such a dramatic intervention. The power of a court to order compensation for a claimant who was wrongly brought before a foreign court is explained and defended.
Corporations
Authors: Briggs Adrian
Published: June 2024

This chapter deals with the private international law of companies and other corporations with legal personality: both jurisdiction and identification of the applicable law. The point of departure is to recognize the importance of the law under which the entity was created, the lex incorporationis, as determining the existence, organization, capacity, and termination, of a corporation; the question whether such a rule allows incorporation under a law which is excessively favourable to the corporators, and dangerous to those who deal with the company, is considered: both as a matter of general principle and as bearing on claims that a court should ‘lift the veil of incorporation’. The relationship between corporate capacity and the legal authority of office-holders, when dealing with third parties, is examined. The amalgamation and succession of corporations, and the persistence or not of rights and obligations, is considered. The law relating to corporate distress is examined, in outline form, dealing with measures designed to give the company a little breathing space, and with the insolvency and winding up of the company. The fragment of law retained from the otherwise-revoked EU Insolvency Regulation is examined alongside the rules principally set out in the Insolvency Act 1986.
Clearing Mechanics
Authors: Chamorro-Courtland Christian
Published: June 2024

This chapter examines the different methods used by central counterparties (CCP) for effecting a ‘counterparty substitution’ between a CCP and its clearing members. CCPs are able to interpose themselves between the members of the clearing system and assume their obligations through the contractual mechanisms of novation and open offer. A ‘novation’ involves the termination of an earlier contractual agreement that was entered into between two counterparties and a substitution with a new agreement and a new counterparty. Conversely, in an ‘open offer’, a contractual agreement is created between each counterparty and the CCP at the moment that the counterparties agree to enter into a particular transaction so that there is never a contract between the two counterparties. The counterparty substitution process is a critical stage in the clearing procedure because it is the main mechanism for ensuring that the CCP is able to act as the main counterparty and ‘principal’ for settling the outstanding obligations arising from the derivative contracts that have been executed by the system’s participants, irrespective of whether they have entered into these transactions on a regulated derivatives exchange or over-the-counter (OTC). The chapter analyses the clearing mechanism from a legal perspective and focuses mainly on common law jurisdictions as many of the large CCPs are based in the United Kingdom.
What Kind of Thing Is a Central Counterparty?
Authors: Lewis Rebecca , Murphy David
Published: June 2024

Public policy regarding central counterparties (CCPs) is beset by conflicts. These turn on who bears which risks, who profits from clearing, and who has what say in CCP governance. To probe these conflicts, we introduce three stylized models of CCPs: utilities, for-profit corporations under shareholder primacy, and clubs. Each suggests a different resolution to a given conflict. However, none provides wholly compelling answers, nor fully maps onto current practice. We suggest that the root cause of the continuing conflicts is a fundamental disagreement over the role of the CCP. Given this ongoing, irresolvable disagreement, stakeholder theory provides a good model of CCP governance.
Cross-Border Clearing
Authors: Karl Ulrich
Published: June 2024

This chapter begins with a summary of the regulatory and legal frameworks of clearing, including how third-country (or foreign) central counterparties (CCPs) are treated in selected jurisdictions. It provides a description of the impact that cross-border clearing has on capital requirements and explains the concepts of interoperability and bases. The chapter then lays out how clearing participants (either clearing members or clients) navigate cross-border clearing. It describes how these clearing participants choose which CCP to access and how to do so. After a description of operational considerations of cross-border clearing, the chapter looks at risk and crisis management in a cross-border setting and considers particular issues when clearing in small or closed jurisdictions.