bluuebunny/crossref_metadata_2025_split huggingface dataset:
National Security and FDI Screening in the US
Authors: Kokkoris Ioannis 
Published: June 2024

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

AbstractIn 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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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

Abstract
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.