bluuebunny/crossref_metadata_2025_split huggingface dataset:
Design of Remedies
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
This chapter covers an under-explored topic in competition policy—the design of remedies. It starts with structural remedies in mergers and conduct cases, and sets out regulatory insights on vertical separation. It then turns to behavioural remedies and the regulatory principles of access and price regulation. Next, the chapter deals with the concept of fair, reasonable, and non-discriminatory (FRAND) remedies, and with the lessons from behavioural economics for designing remedies in consumer markets. It concludes by addressing the economic principles of setting fines and of cost–benefit analysis (CBA) of interventions and remedies.
Quantification of Damages
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
This chapter sets out the economic principles and methods for quantifying damages. It starts with harm from hardcore cartels (including a discussion on the reliance on legal presumptions of harm) and from exclusionary practices. It presents a classification of economic methods and models, and what they can say about counterfactuals and causation: cross-sectional comparisons, time-series comparisons, difference-in-differences comparisons, financial-analysis-based approaches, and market-structure-based approaches. The chapter then deals with the economics of pass-on in the context of the passing-on defence, the economic analysis used in class actions (a growing field), and the calculation of interest and discounting.
Historical Introduction to the Law Relating to the Duties and Liabilities of Directors
Authors: Arnold Mark 
Published: June 2024

Abstract
This chapter presents the historical introduction of laws relating to the duties and liabilities of directors. It clarifies that directors of a company are identified by their functions instead of their descriptive title, as per the Joint Stock Companies Act 1844. Moreover, directors occupy a central position in the structure of company law, made up of statutory provisions supported by common law rules and equitable principles. The chapter then covers the changing functions and obligations of directors as reflected in the default articles prescribed for companies. It elaborates on the changes in statute law as they have affected the functions, duties, and liabilities of directors.
Duty to Exercise Reasonable Care, Skill, and Diligence
Authors: Arnold Mark 
Published: June 2024

Abstract
This chapter notes the duty to exercise reasonable care, skill, and diligence in accordance with the Companies Act 2006. Care, skills, and diligence will be exercised by a reasonably diligent person with general knowledge, skill and experience. The provision reflects and replaces the position of common law as established in the Insolvency Act. The notion of care is understood as requiring carefulness, while skill denotes ability. Meanwhile, diligence may be understood as requiring the directors to apply themselves conscientiously to the affairs of the company and, in particular, the matter at hand. The chapter clarifies that the misjudgment of directors is not necessarily negligence.
Directors’ Liabilities
Authors: Hill Stuart 
Published: June 2024

Abstract
This chapter notes the provision of insurance in the Companies Act 2006. It acknowledges the provision as a valid means of indemnifying a director against liability attaching to him in connection with any negligence, default, breach of duty, or breach of trust. It mentions how the Model Articles for public and private companies contain a short permissive article dealing with the provision of insurance. Since the 2006 Act does not contain any restriction on providing such insurance to officers, a company can purchase Directors and Officers Liability Insurance (D&O Insurance) for its officers. The chapter looks into the interaction between D&O Insurance and indemnities from the company.
Liabilities of Directors to Third Parties
Authors: Hilliard KC Lexa 
Published: June 2024

Abstract
This chapter focuses on the liabilities of directors to third parties. Incorporation with limited liability shields a director from the routine liabilities associated with carrying on the business of the company. While the liabilities are the creation of the common law, the statute has an increasing role to play where the imposition of personal liability upon a director to a third party is appropriate. The chapter notes the circumstances in which a director can be held liable for costs incurred by the successful party in litigation where the company has sued or been sued. It also discusses the exposure of a director to proceedings for contempt of court where a company breached a judgment or order of the court.
Pension Schemes
Authors: Legge KC Henry , Robinson Thomas 
Published: June 2024

Abstract
This chapter provides an overview of pension schemes. It looks into the nature of the liability of employers under a defined benefit scheme in line with the establishment of the Pensions Act 2004. If the employer is unable to meet its liabilities to the scheme, the deficit could mean that the members of the scheme might not receive the benefits to which they are entitled under the scheme. The Pensions Act 2004 imposes an obligation on corporate trustees to ensure that each individual exercising any function of the company as trustee of the scheme is conversant. The chapter cites the powers of the regulator and its impact on directors.
The Regulatory Liability of Directors
Authors: Stoton Austin 
Published: June 2024

Abstract
This chapter tackles the regulatory liability of directors. Regulatory legislation imposes obligations in respect of areas like health and safety at work, fire safety, and trade. Moreover, the regulatory legislation imposes liability and criminal liability for breaching the aforementioned regulations. Directors’ behaviour may be attributed to the company for the purposes of establishing primary criminal liability on its part. The chapter considers circumstances in which directors may themselves be guilty and liable on a secondary basis personally in the regulatory context. It discusses the secondary liability of company directors and managers in correlation with its basis, proof, consent, connivance, neglect, and penalty.
Disqualification Proceedings
Authors: Amey Robert 
Published: June 2024

Abstract
This chapter focuses on disqualification proceedings under the Company Directors Disqualification Act 1986 (CDDA). The Greene Committee, Jenkins Committee and Cork Committee provided recommendations to address the dissatisfaction surrounding the disqualification law and proceedings. According to the CDDA provisions, disqualification is mandatory in the cases of unfit directors of insolvent or dissolved companies and companies in breach of competition law. Moreover, Undischarged bankrupts remain disqualified from taking part in or directly or indirectly being concerned in the promotion, formation, or management of a company. Meanwhile, Disqualified persons may apply to the court for permission to take part in the affairs of a company.
Directors’ Liabilities in Insolvency Proceedings
Authors: Fisher KC Richard 
Published: June 2024

Abstract
This chapter looks into the liabilities of directors in insolvency proceedings. It notes the concern claims available to the company when it entered insolvency proceedings within the Insolvency Act. Additionally, the claims against directors can either be brought in the name of the company or brought in the liquidation or administration. The chapter then details a director’s personal liability under the Insolvency Act for wrongful trading, fraudulent trading, or contravention of the restriction on the reuse of a company name. It elaborates on the impact on directors of the Insolvency Act provisions in relation to the adjustment of prior transactions.
Criminal Liability of Directors
Authors: Sibson KC Clare 
Published: June 2024

Abstract
This chapter focuses on the criminal liability of directors while focusing on their ordinary financial and fiduciary obligations. It highlights how an individual becomes liable for criminal conviction if he acts as a principal or secondary party to it. Company directors appear before the criminal courts in connection with the conduct of their working lives on charges as varied as false accounting, harassment, corruption, and assault. The chapter elaborates on the liabilities concerning fraud, theft, forgery, corruption, insider dealing, Insolvency Act offences and Companies Act offences. It also expounds on the extent of the Company Directors Disqualification Act 1986 (CDDA).
The Insolvency Proceedings Regulation as an EU Legal Instrument
Authors: Isaacs Stuart , Madaus Stephan 
Published: June 2024

Abstract
This chapter discusses the Insolvency Proceedings Regulation as an EU legal instrument. The Insolvency Proceedings Regulation is a form of EU subordinate legislation made under the Treaty on the Functioning of the European Union (TFEU). As such, its meaning and effects in national law are matters of EU law. This is because of the doctrine of the supremacy of EU law over national law. In particular, in ascribing meaning, or giving effect, to an EU legal instrument, a Member State court must do so in accordance with the principles laid down by the Court of Justice of the European Union (CJEU). The chapter then sets out the particular legal attributes which the Insolvency Proceedings Regulation has as an EU measure and describes the way in which it is to be understood as a matter of EU law. It also details the legal mechanisms established by the EU whereby solutions to questions of validity and interpretation may be obtained.
Hungary
Authors: Fazekas Judit , Pomeisl András 
Published: June 2024

Abstract
This chapter discusses the control of unfair contract terms in Hungary. Regulations on the control of unfair contract terms were already in place before Hungary’s accession to the European Union (EU). The chapter notes how the foreign currency-based (FC) loan crisis ended up threatening the country’s financial stability while causing serious liquidity problems for credit institutions. The Kúria played a key role in providing guidance on how to deal with the legal challenges posed by FC loan agreements. The chapter also considers the main examples of unfair or intransparent clauses, referencing foreign currency clauses and interest clauses in particular.
Austria
Authors: Schmit Alexander , Spitzer Martin 
Published: June 2024

Abstract
This chapter considers unfair terms in financial contracts in Austria. It covers how the General Terms and Conditions (GTC) play a major role in the banking and finance sector, where complex, non-tangible products have to be defined by the contract. Unfair terms in financial contracts have been a significant issue in Austria in recent decades and continue to play a major role in the academic discourse. Moreover, the Austrian Supreme Court has adopted the tough stance taken by the Court of Justice of the European Union (CJEU) against unfair clauses and shows strong reluctance to fill contractual gaps. The chapter also considers the main examples of unfair or intransparent clauses, referencing in particular cases dealing with pension options in insurance law.
Norway
Authors: Kjørven Marte Eidsand 
Published: June 2024

Abstract
This chapter discusses unfair terms in banking and financial contracts in Norway. Even though Norway is not part of the European Union (EU), Norway is bound by the provisions of Directive 93/13/EEC on unfair terms in consumer contracts through the Agreement on the European Economic Area (EEA Agreement). Moreover, the legal basis for unfair terms control in Norway can be found in both contract law and public law. The chapter clarifies that Norwegian courts and the ADR body, Norwegian Financial Services Complaints Board for Consumers (FinKN) do not apply the Unfair Contract Terms Directive (UTD) due to the strong legal culture among Norwegian lawyers. It notes that consumers in Norway are effectively deprived of their rights under the UTD in contracts for financial services or products.
Switzerland
Authors: Atamer Yeşim M 
Published: June 2024

Abstract
This chapter explores how Switzerland handles standard contract terms (SCT). Switzerland has a long-standing legislative maxim of autonomous implementation of European Union (EU) law, which resulted in a certain number of substantive law provisions being either adapted fully or influenced by EU law. The chapter highlights how Switzerland’s approach to the control of standard terms differs from that of the rest of Europe. It considers the comparison between SCT control and measures under the Unfair Terms Directive (UTD) and the courts’ practice that cannot accept the reality of the SCT. Even though the Swiss Supreme Court tries to conceal its lack of control by excluding ‘surprising terms’, there has been no decision finding a term in SCT unfair according to Article 8 UCA as of 2023.
Payment services contracts
Authors: Della Negra Federico 
Published: June 2024

AbstractThis chapter covers the case law of the Court of Justice of the European Union (CJEU) revolving around payment services contracts. The CJEU seeks to strike a balance between ensuring efficiency and innovation in payment services and protecting payment services users (PSUs) against frauds and misconduct. This case law introduced significant innovations in the contract law rules on the scope of pre-contractual information duties and pre-contractual remedies available to PSUs. After illustrating the EU regulatory framework built on the Directive 2007/64/EC (PSD1) and Directive (EU) 2015/2366 (PSD2), this chapter examines the scope of EU payment services regulation, the rules on pre-contractual information duties and distribution of payment services and instruments, the contract law rights and remedies and the rules on out-of-court dispute resolution.
Termination and Revocation of Offers
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza 
Published: June 2024

Abstract
This chapter examines the termination and revocation of offers. An offer may be terminated through lapse of time, the death of the offeror or offeree, the failure of some condition or contingency, by rejection (or counter-offer), or by communication of a revocation of the offer. Meanwhile, an offer may be revoked any time prior to its acceptance. Even if an offer is expressed to be open for a stated period of time, it can be revoked prior to that time elapsing. However, the ability of an offeror to revoke an offer any time prior to acceptance taking effect can cause difficulties for the offeree both in the context of bilateral contracts and unilateral contracts. The chapter then outlines how these difficulties can be circumvented with options and firm offers; how other areas of law, principally the law of estoppel, may provide relief; and finally discusses arguments for and against reform of the general principle.
Letters of Intent
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza 
Published: June 2024

Abstract
This chapter explores letters of intent and comfort. The only general rule is that there is no general rule, that is, one cannot say in advance that a letter of intent has or has no legal effect and if it does what the effect would be. Everything must depend on an objective analysis of what the parties have said and done. The chapter then considers cases where the letter of intent does not give rise to a contract; then those where, on the contrary, it gives rise to a full contract; and then situations which fall in between. It also looks at agreements imposing obligations as to the course of the negotiations. Ultimately, letters of intent can be binding ethically, if not legally.
Conditional Contracts
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza 
Published: June 2024

Abstract
This chapter addresses conditional contracts, which is typically the agreement that is expressed to be ‘subject to’ the performance or occurrence of some event that is not certain to occur. The event itself is termed a ‘contingency’, and it is the contract or its performance that is termed ‘conditional’. The contingency may be one requiring some conduct or decision to be made by one of the parties, or a third party, or it may refer to some other event that is out of the control of anyone, such as an act of nature. The chapter focuses on those conditions that impact on the formation of a contract. It examines agreements made ‘subject to contract’, and this is the principal area where issues of contract formation arise. The other principal ‘subject to’ provision is the ‘subject to finance’ clause.
Intention to Contract
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza 
Published: June 2024

Abstract
This chapter describes the requirement of an intention to contract, which must exist in all the parties. It begins by looking at presumptions and threshold intention. In a commercial setting, there is a strong presumption that the parties intend to contract. When the presumptions apply, the onus of proof shifts, and the party who wishes to challenge the legal efficacy of the agreement must bring into evidence facts that rebut the presumption. The chapter then considers family and social situations for three reasons. First, along with commercial transactions, they are the other areas where presumptions have been applied. Secondly, the approach to family and social situations provides a contrast with the approach to commercial settings. Thirdly, it is in family and social situations that the modern requirement of an intention to contract was first adopted. The chapter also discusses letters of comfort.
Consideration
Authors: Tolhurst G J , Peden Elisabeth , Mik Eliza 
Published: June 2024

Abstract
This chapter highlights doctrine and rules of consideration. The chapter begins by tracing the development of the doctrine. To be binding, a promise must be ‘supported by consideration’. This means that a plaintiff who seeks to enforce a promise must show that consideration has been given for it. The chapter then considers the adequacy of consideration before looking at nominal consideration. In order to enforce a promise, a promisee must provide fresh consideration and cannot rely on consideration that is past. The chapter also examines estoppel, particularly the doctrine of promissory estoppel. An important element of the doctrine is that by words or conduct a promise has been made.
TNCs under National Law: Regulatory Challenges and Opportunities
Authors: Aristova Ekaterina 
Published: June 2024

Abstract
This chapter presents the existing legal framework governing transnational corporations (TNCs) under national law and its subsequent regulatory challenges and opportunities. TNCs can and often operate worldwide under the centralised management and coordination of the parent company. However, the legal framework governing TNCs is not yet sufficiently developed to offer a satisfactory solution to deal with the negative human rights and environmental impacts of cross-border business activities. The major challenges for state regulation of TNCs include the mismatch between the global nature of TNCs’ activities carried out by legally distinct companies and the territorial jurisdiction of sovereign states. The chapter examines the emerging trend of home states’ involvement in improving the human rights performance of their TNCs through mandatory human rights due diligence.
The Application of Private International Law to FDL Claims
Authors: Aristova Ekaterina 
Published: June 2024

Abstract
This chapter examines the application of private international law to foreign direct liability (FDL) claims. It cites the regulatory dimension of private international law, which originated as a neutral and apolitical instrument to regulate private legal relationships associated with foreign law. To a certain extent, FDL claims have been hamstrung under the current operation of private international law. While TNCs and their cross-border activities’ rapid expansion hold certain implications on the rules of private international law, the chapter presents the foundation for adopting a focused and more nuanced approach to the jurisdiction in FDL claims. It also enumerates the unique considerations that influence the allocation of adjudicative jurisdiction in FDL claims.
Private and State Interests in FDL Claims
Authors: Aristova Ekaterina 
Published: June 2024

Abstract
This chapter covers the private and state interests in foreign direct liability (FDL) claims. It details the factors to be considered when defining the legitimate scope of the English courts’ jurisdiction in FDL claims. The interests of states are largely ignored in English law and practice of jurisdiction, even though FDL claims raise important policy considerations on the respective roles of home and host states in managing the human rights performance of transnational corporations (TNCs). However, the acceptance of jurisdiction by home states is a means by which victims can be provided with a remedy when host states are unwilling or unable to do so. The chapter explains the balancing exercise of the home states assertions of the jurisdiction in FDL claims.
The Viability of the ‘Economic Enterprise’ Theory for the Adjudication of FDL Claims
Authors: Aristova Ekaterina 
Published: June 2024

Abstract
This chapter considers the viability of the economic enterprise theory for the adjudication of FDL claims. It examines whether an economic enterprise approach is viable and useful for FDL claims, while also articulating a normative justification for enterprise jurisdiction for future research. Economic enterprise theory refers to the situation wherein a parent company and its subsidiaries are closely integrated and operate as a single economic enterprise. The chapter examines whether enterprise jurisdiction is one of the avenues allowing private international law to respond to the challenges presented by the unique characteristics of transnational corporations. It argues that enterprise jurisdiction has some theoretical attractiveness, but it is not feasible in practice at this stage.
Conclusion
Authors: Aristova Ekaterina 
Published: June 2024

Abstract
This chapter concludes the discussion in the book. It highlights how transnational corporations (TNCs) became central players in international trade and commerce. It explains that the considerable size of TNCs became comparable in terms of wealth and influence with the nation states. The evolution of the business and human rights-related legal framework demonstrates that voluntary commitments by corporations to respect human rights are ineffective if not upheld by legally binding and enforceable mechanisms. Moreover, the adequate regulation of TNCs remains to be one of the intractable challenges of the global community in the twenty-first century. The chapter mentions the importance of providing victims with the opportunity to have their day in court and access a remedy.
Private International Law in English Courts 2e
Authors: Briggs Adrian 
Published: June 2024

Abstract
Private International Law in English Courts, in its Second Edition, provides a statement of the rules of private international law—jurisdiction, applicable law, and foreign judgments—which regulate and govern in proceedings before the courts of England and Wales in 2023. It seeks to explain the rules in a logical and accessible way, but also to question or criticize them where this is necessary for their better understanding. It makes reference to decided cases and other authority to the extent that this is necessary to vouch for the law as described, while being attentive to the risk of allowing the detail to obscure the principles. The greatest challenge will be seen to have been to deal with the untidy consequences—superficial as well as fundamental—of leaving the European Union, and the system of laws increasingly governing it, in these three areas of private international law. The aim is to produce a coherent statement of the law which can be relied on by those in legal practice as well as those aspiring to that calling. Assessed from that point of view the aim is very similar, but the product very different, from the First Edition.