bluuebunny/crossref_metadata_2025_split huggingface dataset:
Economics for Competition Lawyers 3e
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
The book does what the title says: it is a practitioner textbook on economics written specifically for competition lawyers. It takes the reader from first economic principles through to the application of those principles to competition cases. The book covers all the main topics in competition law—not only the ‘standard’ themes of market definition, market power, mergers, and anti-competitive practices, but also remedy design, damages, and use of experts in competition cases. This third edition covers recent developments, including the rise of digital platforms, killer acquisitions in innovative markets, competition in labour markets, and ‘green’ agreements related to climate change.
Introduction: Starting from First Principles
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
This introductory chapter explains the role of economics in shaping competition law, including the original economic notion that competition is ‘good’ and monopoly is ‘bad’. Economic theory, in particular microeconomics and industrial organization (IO), has contributed to an understanding of the effects of business practices that regularly feature in competition inquiries. In addition, econometrics and data science provide tools to quantify effects. Other strands used in competition law are financial economics and behavioural economics. The chapter provides health warnings on competition (what objectives can it achieve and what can it not?) and on competition policy, and the choice between over- and under-enforcement.
Abuse of Dominance
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
This chapter sets out the main economic principles for assessing exclusionary conduct, including the discussion on form versus effects, and the various tests and cost benchmarks used to identify anti-competitive effects. It then turns to the main types of abuse: predatory pricing, price discrimination, loyalty rebates, margin squeeze, bundling and tying, and refusal to supply. Abuse of dominance cases against large digital platforms have grabbed headlines, and the chapter covers practices such as platform envelopment, self-preferencing, and the collection of user data. Finally, it explains the relevant economic principles of excessive pricing.
Cartels and Other Horizontal Agreements
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
This chapter explains the distinction between hardcore cartels and other types of agreement, including information exchange. It then turns to counterfactual analysis and to various forms of cooperation among competitors, including joint purchasing and selling, and R&D and technology licensing agreements. It also discusses horizontal agreements to achieve environmental objectives and horizontal agreements in labour markets, including no-poaching agreements and restrictions on professions. Finally, the chapter addresses collusion by algorithms and how economic tools can assist with enforcement against cartels through leniency programmes and cartel detection.
Vertical Restraints
Authors: Niels Gunnar , Jenkins Helen , Kavanagh James 
Published: June 2024

Abstract
This chapter covers vertical restraints and explains how they differ from horizontal agreements. It starts with the main efficiency rationales for vertical restraints (free riding, hold-up, and double marginalization). The chapter then turns to foreclosure effects, which are often similar to those in abuse of dominance cases. Next it considers vertical restraints that continue to receive hostile treatment under competition law: resale price maintenance and territorial restrictions along national boundaries, which in the European Union violate the single-market objective. The chapter then deals with vertical restraints in online markets, including online distribution systems and most-favoured-nation clauses (MFNs).
The Interaction of Public and Private Enforcement Systems
Authors: Caro de Sousa Pedro 
Published: June 2024

AbstractThis chapter discusses the interplay between public and private enforcement systems. It explains how competition systems compromise competition laws and the institutions that enforce them, such as competition law enforcement agencies and courts. Public enforcement can be defined as the enforcement of competition laws by a governmental body, while private enforcement can generally be defined as litigation initiated by an individual, a legal entity, an organization, or a public entity. The chapter considers a number of systems in which either private enforcement or public enforcement predominates. It then details the areas of tension between both types of enforcement, such as access to the competition agency file.
Ensuring the Effectiveness of Redress Schemes
Authors: Caro de Sousa Pedro 
Published: June 2024

AbstractThis chapter looks at the effectiveness of redress schemes in light of the fact that factors such as quantifying and proving losses significantly increase the costs of competition litigation. The chapter also discusses the mechanisms of third-party funding, success-based billing, cost-based billing, and after-the-event insurance, all of which are intended to assist with the expense of litigation. Such mechanisms are similar in that they transfer the risk of bringing a claim to someone other than the victim of the competition infringement. The chapter notes that the effectiveness of a system often depends on the mechanisms that allow for sharing the risk and costs of bringing a claim or that reduce the costs of bringing a successful claim.
Establishing an Infringement
Authors: Caro de Sousa Pedro 
Published: June 2024

AbstractThis chapter discusses the establishment of an infringement, one of the required elements for a claim for liability for damages to be made under tort law. It discusses the difficulty for claimants of establishing an infringement on their own, and discusses how claimants may rely on previous infringement decisions by a competition authority in follow-on damages actions. The chapter also elaborates on the scope of the effect of infringement decisions on damages claims.
Economic Methods in Private Competition Enforcement
Authors: Caro de Sousa Pedro 
Published: June 2024

AbstractIn competition law, economic theory plays a large role in determining what the relevant explanations may be, and how plausible they are. Statistical and econometric evidence plays an important role in drawing inferences from the available evidence. This chapter discusses the relevance of economic models and the main techniques used in competition litigation, particularly as regards damages calculation and estimation. It argues that scientific models can be tools that assist courts to manage uncertainty together with other logical instruments such as inferences, deductions, and common sense.
The Current Legal Framework Relating to Directors
Authors: Arnold Mark 
Published: June 2024

Abstract
This chapter explores the current legal framework concerning directors of companies. The important elements of the legal framework primarily revolve around the company's constitution and the Companies Act 2006, but particular aspects of a director's conduct may engage other statutory provisions. Moreover, common law rules and equitable principles provide the background that informs the interpretation of the legislation and the assessment by the court of a director’s conduct. The chapter also considers the provisions of the UK Corporate Governance Code and the Financial Conduct Authority (FCA). It elaborates on the statutory framework and supporting materials to which directors of companies are subject.
Directors and Other Officers: Requirement and Definitions
Authors: Goodison Adam 
Published: June 2024

Abstract
This chapter covers the requirements and definitions of directors and other officers. It starts with the requirement of a company to have a director as per the Companies Act 2006. The name or description of the role or position is not relevant in deciding whether someone is a director. Thus, the court will examine the substance of the person’s activities to decide whether he occupies the position of director. The chapter then details the role and definition of several types of directors, such as appointed directors and shadow directors, before discussing the other roles correlated to directors. Meanwhile, the term officer is used as a generic term for directors and secretaries of a company.
Directors’ Powers and Responsibilities
Authors: Goodison Adam 
Published: June 2024

Abstract
This chapter details and discusses the powers and responsibilities of directors under the constitution. Although the Companies Act 2006 contains provisions about the nature of directors’ responsibilities, it does not state what the directors do. The exercise of the directors’ powers is not solely a matter to be regulated by articles, since the conduct of a company’s affairs affects wider interests. The chapter then explains the internal and external aspects of managing a company, which include how to deal with third parties and responsibilities. It details the conduct, knowledge, or mental state of a director and other officers that may be attributed to the company.
Appointment of Directors
Authors: Donnelly Stephen 
Published: June 2024

Abstract
This chapter notes the directors who are formally appointed to the role (including cases where the formal process is defective). It clarifies the rules relating to the required number of directors, their eligibility for appointment, the appointment process, and the publicity rules relating to the appointment. The Companies Act 2006 provides statutory provisions for the appointment of directors that may either be executive or non-executive directors. The Companies Act imposes a minimum number of directors, but it does not impose any maximum. The chapter then considers the validity of acts and defective appointments and the publication of the appointment of directors.
Taxation of Directors’ Earnings and Benefits
Authors: Chacko Thomas 
Published: June 2024

Abstract
This chapter discusses the taxation of directors' earnings and benefits. It cites that the most of tax issues in the context of directorships primarily revolve around the director’s income tax liability. Any income from the director's position will be charged as employment income under the Income Tax (Earnings and Pensions) Act 2003 (ITEPA), wherein officer-holders were regarded as employees generally. The chapter then details the golden hellos and termination payments of directors before outlining the tax implications of various share schemes that might be used. It also includes the tax issues concerned with the director's status, such as tax consequences of a director receiving funds in breach of duty.
Duty to Promote the Success of the Company
Authors: Arnold Mark , Haywood Marcus 
Published: June 2024

Abstract
This chapter covers the director's duty to promote the success of the company. The director of a company must act in good faith that would likely promote the success of the company for the benefit of its members as a whole. Moreover, the duty imposed by this section has effect subject to any enactment or rule of law requiring directors, in certain circumstances, to consider or act in the interest of the company creditors. The duty to promote the success of the company is closely related to the other general duties owed by a director to the company. The chapter mentions how a director who wants to be protected from the risk of being in breach of duty may obtain consent, approval, and authorization of members.
Duty to Exercise Independent Judgment
Authors: Haywood Marcus 
Published: June 2024

Abstract
This chapter details the duty to exercise independent judgement of directors without subordinating their powers to the will of others, whether by delegation or otherwise. The duty is not infringed by acting per an agreement duly entered into by the company and in a way authorised by the company’s constitution. In the conduct of the management of its affairs, a company is entitled to the benefit of collective decision-making by its directors acting as a board. However, a breach of duty inevitably arises when a director’s relationship with a third party puts him in a position of conflict of interest. The chapter then considers the contracts restricting the future exercise of discretion.
Duty Not to Accept Benefits from Third Parties
Authors: Haywood Marcus 
Published: June 2024

Abstract
This chapter discusses the duty not to accept benefits from third parties. It defines a third party as a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate. According to the Companies Act 2006, a director must not accept a benefit from a third party for reasons such as his status and orientation as a director. Acceptance of such a benefit inevitably places the director in a position of conflict of interest and duty, which also correlates to the duty of avoiding conflicts of interest. The chapter highlights that the codification of the rule prohibits the exploitation of the director's position for personal benefit.
Duty to Declare Interest in Transaction Or Arrangement
Authors: Haywood Marcus 
Published: June 2024

Abstract
This chapter elaborates on the duty to declare interest in a transaction or arrangement. If the other party to the transaction had notice of the irregularity, the company might rescind the contract and the director will be liable for breach of duty. Moreover, the director might also be liable for breach of duty and under a duty to account for profits obtained because of such dealings. Under Section 177 of the Companies Act 2006, directors have a general duty to declare the nature and extent of their interest in a proposed transaction or arrangement to the other directors. The chapter details the duties in relation to either an existing or proposed transaction or arrangement.
Transactions With Directors Requiring Approval of Members
Authors: Wilkins Stefanie 
Published: June 2024

Abstract
This chapter tackles the provisions in the Companies Act 2006 that underpin the duties of directors by requiring certain transactions with directors to be approved by the members. It also includes the right to inspect directors’ service contracts or memoranda of their terms. Section 188 of the Act requires the prior approval of members before a company enters into certain long-term service contracts, while Section 189 sets out the civil consequences if such approval is not obtained. The chapter discusses the loans, quasi-loans, credit transitions, and related arrangements of directors that need members' approval. The chapter also considers the special rules that apply to contracts with a sole member who is a director.
The Company’s Remedies for Breach of Directors’ General Duties
Authors: Valentin KC Ben 
Published: June 2024

Abstract
This chapter explores the company's remedies for breach of directors' general duties. It clarifies that the Companies Act 2006 has affected no change to the remedies against a director for breach of duty. The company’s remedies may be pursued in conjunction with contractual claims for breach of the director’s service contract and claims arising from a failure to obtain members’ approval of a transaction. The chapter then tackles the remedies for breach of duty of care and relief from liability. It also discusses potential defences open to directors against whom proceedings are brought for breach of duty, which considers the defences of limitation, set-off, contributory negligence, and ex turpi causa.
Members’ Personal and Derivative Claims
Authors: Peters Georgina 
Published: June 2024

Abstract
This chapter discusses the proceedings brought by members who have suffered or may suffer damage or prejudice to, or in connection with, their shareholding arising out of the conduct of directors. It elaborates on the personal claims by shareholders against directors and the common law derivative claims introduced by the Companies Act 2006. Meanwhile, Part 14 of the 2006 Act revolves around the rights of shoulders to enforce directors' liabilities for unauthorised political donations or expenditures. The chapter also considers the correlation between the rule in Foss v Harbottle, personal claims, and derivative claims. It mentions the growing body of case law that unveils the court's approach to exercising its powers under the Act's Part 11.
Decision-Making by Members
Authors: Thornley Hannah , Darcy Roseanna 
Published: June 2024

Abstract
This chapter looks into how members make decisions for a company and the procedures for obtaining their decisions. Directors are concerned with decision-making by members for reasons such as the Companies Act providing that certain transactions must be authorized or approved by the company, acting on the decision of its members. Moreover, the Companies Act dictates the necessary procedures and requirements by which the directors may obtain the authorization, approval, or ratification of the company. The chapter considers the provisions for four distinct types of companies: private companies, public companies, quoted companies, and traded companies. It highlights the importance of keeping records of the resolutions, minutes, and details as per the Act.
Capital and Distributions
Authors: Robins KC Stephen , Burgess Peter 
Published: June 2024

Abstract
This chapter explores the functions, responsibilities, and liabilities of directors in respect of shares. For the 2006 Act, shares in a company are taken to be allotted when a person acquires the unconditional right to be included in the company’s register of members in respect of the shares. Moreover, a share is not issued until the processes of application, allotment, and registration have been completed. The chapter then elaborates on the statutory provisions contained in the 2006 Act's Part 17 to 23. It considers the issue of shares by quoted companies and the general rules surrounding the distribution of a company's assets to a shareholder.
Reorganizations and Takeovers
Authors: Smith KC Tom , Fradley Paul 
Published: June 2024

Abstract
This chapter highlights the role, duty, and liability of directors in the procedures of reorganizations and takeovers. It details the provisions of the Companies Act 2006 that involves arrangements and reconstructions, mergers and divisions of public companies, and takeovers. Directors will be concerned with proposals for schemes to effect compromises or arrangements between a company and its members in correlation to either reorganization or takeover. If the company is or is likely to be unable to pay its debts, the company may file for a voluntary arrangement under the Insolvency Act. The chapter also considers the scope of arrangements and reconstructions under the Act's Part 26 and 26A.
Civil Penalties for Market Abuse
Authors: Amey Robert 
Published: June 2024

Abstract
This chapter considers the civil penalties for market abuse. It starts with the history of market abuse legislation, which includes the amendments made to the Financial Services and Markets Act 2000 (FSMA) in an effort to implement the Market Abuse Directive (2003/6/EC) (‘MAD’). The EU Market Abuse Regulation (EU MAR) establishes a common regulatory framework for insider dealing, the unlawful disclosure of inside information and market manipulation. The chapter also covers the obligation to disclose information surrounding the managers' transitions during the closed period. It discusses the sanctions concerning relevant provisions of MAR and administrative sanctions, injunctions, and restitution under the FSMA.
Directors’ Functions and Duties in Insolvency Proceedings
Authors: Stonefrost Hilary 
Published: June 2024

Abstract
This chapter discusses the functions and duties of directors in insolvency proceedings. It cites the provisions of the Insolvency Act as amended and associated case law, which particularly affects the functions and duties of directors. The inception of insolvency proceedings and its effects on directors’ powers and directors’ duties provide information about the company’s affairs and assist in investigation procedures under the Insolvency Act. In March 2020, a standalone moratorium became a permanent feature of the insolvency regime in response to the economic and financial impact of COVID-19. The chapter also looks into the liabilities of directors arising from insolvency proceedings.
Duties and Liabilities of Directors of Foreign Companies
Authors: Smith KC Tom , Fradley Paul 
Published: June 2024

Abstract
This chapter details the duties and liabilities of directors of foreign companies under the Companies Act 2006 and English company law. It mentions how increased globalization resulted in companies incorporated abroad to carry on business in England and Wales. The treatment of companies in international law is characterized by the use of several different concepts to identify its particular legal system. According to the incorporation theory that aims to achieve certainty and maximum uniformity in the choice of law, the company is governed by the law according to which it was duly established, which also aims to achieve. The chapter also considers the provisions of insolvency proceedings and foreign disqualification.
Cross-Border Security and Quasi-Security
Authors: Toube Felicity , Marshall Jennifer , Garcimartin Francisco 
Published: June 2024

Abstract
This chapter begins by investigating the impact of insolvency proceedings recognized by the Insolvency Proceedings Regulation (EU) 2015/848 (RR) on the rights of secured creditors with assets in the EU, particularly the rights of such creditors to enforce their security and participate in the relevant insolvency proceedings. The RR attempts to strike a balance between giving extra-territorial effect to the main proceedings and the need to preserve the predictability of secured transactions entered into in accordance with the laws of a particular Member State. The chapter then considers the impact of such insolvency proceedings on the rights of secured assets with assets in the UK following the UK’s withdrawal from the European Union (Brexit). It also studies some practical examples to show how the legal principles may work in practice. The focus of the practical examples tends to be primarily, although not solely, on EU insolvency or enforcement procedures and on rights in rem which would be recognized as a matter of Member States’ law.
Financial Institutions
Authors: Haentjens Matthias 
Published: June 2024

Abstract
This chapter focuses on the EU Framework for financial institutions insolvencies. The Recast Insolvency Proceedings Regulation (RR) does not apply to proceedings that concern insurance undertakings; credit institutions; collective investment undertakings; and investment firms and other firms, institutions and undertakings to the extent that they are covered by Directive 2001/24/EC. The chapter looks at the Settlement Finality Directive, the Central Counterparties Regulation, and the Financial Collateral Directive. It also provides a commentary on the Winding-Up Directive, Solvency II and the Bank Recovery and Resolution Directive.
Germany
Authors: Lehmann Matthias 
Published: June 2024

Abstract
This chapter looks into the legal basis of unfair terms control in Germany. It highlights the country’s long-lasting legacy of controlling unfair terms, starting with the General Terms Act of 1976. Today, the rules on unfair terms are to be found in the Civil Code. They apply not only to business-to-consumer, but to a large extent also cover business-to-business contracts. The chapter shows how German courts have rigidly applied this legal framework to banking and financial contracts, outlawing many standard terms, such as fee clauses. The deterrence has been so strong that market participants may be tempted to escape German law altogether by choosing a different legal system.