bluuebunny/crossref_metadata_2025_split huggingface dataset:
Preventing What for Whom?: EU Conflict Prevention Efforts in Pursuit of Autonomy
Authors: Mustasilta Katariina 
Published: May 2022

Conflict prevention has formed an integral part of the European Union’s (EU’s) Common Foreign and Security Policy (CFSP) since the early 2000s, with investments in civilian peacebuilding and conflict prevention competences suiting well with the Union’s ‘civilian’ or ‘normative’ power role. The transforming international order is, however, changing the strategic environment also for the Union’s and its Member States’ conflict prevention and peacebuilding efforts. This article analyses the implications of the evolving strategic autonomy debate for the EU’s role conception and concrete action in the realm of conflict prevention. While the search for a more capable EU in security and defence does not automatically counter the Union’s selfconception as a conflict preventor and peacebuilder, it does appear to introduce meaningful shifts in the core objectives and values guiding its external action in conflict situations. An analysis of the EU’s rhetoric and concrete uses of its institutional conflict prevention and peacebuilding tools in recent years in Africa suggests a growing centralization of security and geopolitical considerations at the expense of the core ethos of conflict prevention.
EU, Conflict prevention, Strategic autonomy, CFSP- Arica, Instrument contributing to stability and peace (IcSP)
EU Open Strategic Autonomy and the Trappings of Geoeconomics
Authors: Gehrke Tobias 
Published: May 2022

The EU’s new trade strategy promises to advance open strategic autonomy that is to balance the benefits of economic interdependence with growing demands to manage Europe’s exposure to the risks it entails. What explains these shifting priorities? This article situates open strategic autonomy in the theoretical debates of International Political Economy (IPE) literature on economic interdependence and geoeconomics to aid our understanding of the debates ensnaring economic strategy in the EU, but also related debates in the United States, China and elsewhere. This framework, the article argues, helps us understand changing strategic priorities in economic policy by reference to wider structural shifts engulfing the global economy. It then identifies four priority targets of EU economic policy in which (new) autonomous policies are forthcoming: (i) tackle economic distortions; (ii) defend against economic coercion; (iii) link with values and sustainability; and (iv) protect critical assets and supply chains. These observations build towards addressing the main research question: Has open strategic autonomy turned a corner on EU principles of openness, liberalization and international cooperation?
trade and investment, European Union, geoeconomics, International Political Economy
Suspicious Neighbour: Russia’s Role in the Quest for the EU’s Strategic Autonomy
Authors: Utkin Sergey 
Published: May 2022

The article explains the roots, the essence and the consequences of the Russian approach to the European Union’s idea of strategic autonomy. While the EU’s ambition is treated with a degree of hope for a more balanced world by the Russian academic community, the official attitude is clearly sceptical. Russian understanding of sovereignty leaves little place for such a specific actor as the EU. At the same time, Russia itself is struggling to ensure autonomy and equilibrium on the global level. In spite of the high scepticism with regard to the future of the strategic autonomy, its success would matter for Russia, especially in the field of economy and digitalization. The process of acquiring strategic autonomy would be, on the other hand, influenced by the perception of the Russian challenge. Attention is also paid to the transatlantic bond, which is interpreted very differently – with constant suspicion in Russia and as a helping tool in the West. The new stage of world politics is set in Asia, where the EU and Russia will struggle to ensure their positions in competition with more adapted actors. Overall, the EU’s strategic autonomy discussion is most important for countries that can in some way contribute to achieving it, which Russia is not.
Russia, EU, NATO, Sovereignty, Autonomy, Transatlantic Dependency, Asia, Digitalization
Do the Minority Shareholders of Russian Corporations Need More Protection?
Authors: Mukhamedkarim Zhibek 
Published: May 2022

Russian corporate governance has traditionally been viewed as lacking in contrast to that of Western states. The major concern has been controlling shareholders’ expropriation of minority shareholders, especially in the setting of state-owned enterprises (SOEs). However, in recent years, the law and court treatment of minorities’ rights have taken a positive turn, drawing more investors to joint-stock companies (JSC), the Russian equivalent of US corporations. This article examines whether such developments sufficiently protect minority shareholders’ interests in the areas of (1) access to information, (2) controlling shareholder transactions, (3) takeovers by a controlling shareholder, and (4) dividend distributions. This article examines the formation and current state of the law and court practice in these areas, and proposes legislative reform, where appropriate. The article concludes that, although there is room for improvement, the law and the courts generally afford sufficient protections to minority investors, but the key factor that may boost the quality of corporate governance is minority shareholders’ active participation in corporate affairs, especially in the general meetings of shareholders.
corporate governance, minority shareholder protection, Russian corporate law
Codes and Model Laws: A EU-US Comparison of Their Role in Shaping Company Law
Authors: Papadima Raluca 
Published: May 2022

This article analyses the particular role played by soft law instruments (such as codes of corporate governance, codes of conduct, model law and other non-binding instruments) in sharping the legal framework applicable to European and American companies. It concludes that soft law is a very popular and successful girl nowadays, for legitimate reasons, but one that brings about a series of concerns as well. This article finds that soft law instruments upset the traditional hierarchy of sources of law and the distinction between civil law and common law countries. It also observes that soft law converges, and, in turn, provokes further convergence of the legal framework. Finally, it exemplifies (and criticizes) instances of transformation of soft law into hard law, accompanied by a general phenomenon of hardening of the legal framework, including because instruments sometimes labelled ‘soft law’ are in reality closer in effect to hard law.
soft law, company law, corporate governance codes, codes of conduct, directives, regulations, recommendations, green papers, comply or explain, EMCA, MBCA, ALI Principles
Hello Platform Governance; But Never Ending Corporate Governance
Authors: (John) Cai Qiang 
Published: May 2022

Revolutionary and beneficial as it may be, the ever-increasing platform innovation effectuates regulatory issues that constitute a focal concern of the literature on platform governance. This article discusses, for the first time, the instrumental role of corporate governance in underpinning platform governance. Specifically, a stakeholder perspective provides a catalyst for the chemical combination of platform governance and corporate governance. While the stakeholder theory is not without criticism, the characteristics of online platforms lend extra support to the theory in the platform context. The article identifies several major mechanisms for channelling platform governance through corporate governance, i.e., board representation in an information capacity; independent directors; and stakeholder committees. In contrast, an economic analysis suggests that board representation in a voting capacity is not appropriate for the purpose of platform governance. As an ‘obiter dictum’, this article also challenges a position that corporate governance, which arose from traditional industrial capitalism, may impede platform innovation, which falls within the paradigm of the modern economy. It is demonstrated that corporate governance even in this traditional, shareholder-oriented formation provides an institutional framework that is conducive to entrepreneurship and innovation. Therefore, the new era of the platform economy highlights, rather than negates, the significance of corporate governance.
Platform governance, online platform, corporate governance, stakeholder theory, shareholder primacy
Corporate Restructuring Versus Financial Resolution: Benchmarks for the Lawful Treatment of Creditors and Shareholders
Authors: Psaroudakis Georgios 
Published: May 2022

The paper explores the degree to which the recent European law of corporate restructuring may influence distributional decisions in financial resolution. Two fundamental issues arise: the minimum standard of protection for creditors and shareholders, and their treatment beyond this minimum standard.As to the first issue, the minimum distribution to these parties is based on their hypothetical treatment in a counterfactual. It is examined whether the liquidationbased counterfactual in resolution may be influenced by the concept of “next-bestalternative” in corporate restructuring.As to the second issue, while financial resolution allocates losses using a rather strict waterfall, corporate restructuring law may accommodate some broader flexibility, in particular if the novel relative priority rule is adopted. This degree of flexibility does not apply to financial resolution. But a certain parallel could be drawn between discretionary exclusions from bail-in in the BRRD and ad hoc derogations from priority rules in corporate restructuring.
Bank resolution, bail-in, insolvency law, corporate restructuring, Directive 2019/1023/ EU, no creditor worse off, best interest of creditors, absolute priority rule, relative priority rule, standard of proof
Beneficial Ownership Transparency: The Viability of Global Implementation of G20 High-Level Principles
Authors: Bagheri Mahmood , Zhou Jia 
Published: May 2022

The concept of beneficial ownership originally came from dual ownership regime which allows the division of legal and beneficial ownership, serving good economic functions, i.e. protection of family property and personal privacy. However, as dual ownership structures, e.g. trust, have been abused to such an extent that the transparency now outweighs the economic values of dual ownership, at least for most developed economies of the world. The G20 High-Level Principles on Beneficial Ownership Transparency thus came into being, pushing forward an agenda for changing the law globally to make the identities of the beneficial owners transparent, with a broader term of beneficial ownership than its original use in trust law. In this paper, we argue that these Principles, made by and serving the interests of small exclusive group of developed countries, could not be applied universally as the rule-takers, i.e. developing countries, do not share the same concern as the developed world and are unwilling to counter a problem they did not consider as a priority. Under the pressure of robust review mechanisms and name-and-shame strategy deployed by FATF and relevant international financial bodies, the rule-takers are forced to make relevant changes, but the changes will just be artificial and superficial to bypass the Principles prescribed and recommended by the rule makers who are not themselves taking a serious step to implement them.
Legal and beneficial ownership, money laundering, transparency, G20, developed and developing economies, divergence of priorities.
Government Responses on Corona and Contracts in Europe: A Compilation of Extraordinary Measures in Times of Crisis
Authors: Jentsch Valentin 
Published: May 2022

In March 2020, the new coronavirus (Covid-19) outbreak, which was eventually declared a pandemic by the World Health Organization, changed everyday life all over Europe from one day to another. Under those extraordinary circumstances, a wide range of issues concerning the law of contracts are becoming particularly important. In the early stages of the pandemic, during lockdowns and a subsequent reopening of the economy, many European countries have implemented significant and unprecedented measures in response to the current crisis. Against this backdrop, the more fundamental question arises whether and to what extent we need an extraordinary law of contracts in times of pandemic. Drawing on five important civil law jurisdictions (Germany, Austria, Switzerland, France, Italy), the paper provides for an analysis and discussion of various extraordinary measures taken by European governments and puts these measures into perspective. A functional and comparative approach is used to elaborate on how contract law should respond to the current crisis.
Coronavirus (Covid-19) pandemic, commercial contracts, consumer contracts, employment contracts, lease contracts
The Emergence of ‘Comply or Explain’ as a Global Model for Corporate Governance Codes
Authors: Macneil Iain , Esser Irene-Marié 
Published: May 2022

The introduction of the Cadbury Code in the UK in the early 1990s marked an important turning point in the evolution of corporate governance around the world. The ‘comply or explain’ approach pioneered by the Cadbury Code prioritised flexibility and the role of market discipline in its approach. While those characteristics can be linked to earlier trends in the evolution of corporate governance in the UK, it is more difficult to explain why the Cadbury Code has exerted so much influence over systems which differ from the UK in their approach and evolution. In this article we focus on the extent to which the ‘comply or explain’ approach has been adopted in other countries and attempt to explain why this has occurred. We propose three explanations for the diffusion of ‘comply or explain’ codes around the world and undertake qualitative and quantitative (leximetric) analysis to test these propositions.
Corporate governance, codes, ‘comply or explain’, listed companies, disclosure, transplantation
The Euro @20: Lessons for the Next Generation of Virtual Currencies
Authors: Chiu Yen-Lin Agnes 
Published: May 2022

The euro is for many reasons a remarkable legal tender. Even though formally introduced only in 1999, it soon became the second most important currency after the US Dollar in the international monetary system. The 20th anniversary of the euro offers an ideal occasion to reflect on decisive factors underlying its successes and failures. Employing a combined approach that links aspired reforms of the Economic and Monetary Union with novel topics arising from financial technology, this article derives important lessons for the next generation of virtual currencies and furthermore proposes a set of guiding principles for modern regulation and supervision. As a result, the study contributes to safeguarding the financial order in a global and dynamic environment.
EU law, euro, virtual currency, crypto-asset, digital currency, legal tender, money, payment system, Economic and Monetary Union (EMU), European Central Bank (ECB), regulation and supervision, international standards, financial crisis, risk management, financial technology (fintech), Distributed Ledger Technology (DLT)
Controlling Tunnelling through Lending Arrangements: The Disciplining Effect of Lending Arrangements on Value-Diversion, Its Limits and Implications
Authors: Gözlügöl Alperen Afşin 
Published: May 2022

The practices of corporate controllers to divert company value to themselves at the expense of (minority) shareholders and creditors (tunnelling) present a continuing challenge for lawmakers to address. While there is a variety of ways to control selfdealing in public companies, one less studied and appreciated lever against valuediversion is the role of lenders of such companies. This article examines the lending arrangements and common contractual provisions (undertakings, (non-)financial covenants, restrictions), and argues that such arrangements have considerable potential to monitor, deter and restrain value-diversion via self-dealing in the debtor companies. Likely limits to such a potential, and various important factors are also examined. The study concludes with possible implications of such findings.
Tunnelling, self-dealing, related party transactions, value-diversion, creditor protection, lending arrangements, covenants, debtor companies, lenders, creditor discipline
The Role and Potential of Blockchain Technology in Islamic Finance
Authors: Truby Jon , Dahdal Andrew , Ismailov Otabek 
Published: May 2022

Blockchain is the underlying technology upon which cryptocurrencies such as bitcoin are built. Cryptocurrencies have received significant attention in recent years. This focus has obscured the real technical innovation in data storage and retention – that of the so-called ‘blockchain’ digital architecture. Blockchain – also known as ‘distributed ledger technology’ (DLT) – has the potential to change much more than the realm of conventional financial services. The ability to transfer, store and record non-fungible bits of information is an important technical accomplishment that brings the economic dynamics of supply and demand to the digital sphere. This article examines how DLT is (and may in the future) influence the world of Islamic finance. We argue that blockchain has the ability to mediate and harmonise differing shariacompliance regimes thus opening up a single digital market for Islamic financial products and services.
Fintech, Blockchain, Distributed Ledger Technology, Islamic Finance, Shariah-compliance, Cryptocurrency, Bitcoin, OneGram, Financial inclusion, Sustainable Development Goals (SDG).
Regulation of Algorithmic Trading: Frameworks or Human Supervision and Direct Market Interventions
Authors: Lee Joseph , Schu Lukas 
Published: May 2022

This paper identifies the regulatory gaps that currently exist in algorithmic trading and provides a framework for machine learning regulation in finance. It compares the regulation of algorithmic trading in the capital markets by both human supervision and direct market intervention in the UK, the EU and the US to identify techniques they have in common, as well as local differences. Section II sets out what algorithmic trading is, how it is defined, which of its functions have a positive effect and which are negative for risk and impact. Section III examines how trading risks can be managed by human supervision. Section IV looks at how direct market intervention can mitigate the risks of algorithmic trading, focusing on the circuit breaker requirement. Finally, the liability of the parties involved (traders, firms, and trading venues) are examined and the possible enforcement actions that regulators may take are set out.
Algorithms, high frequency trading, machine learning, financial regulation, MIFIDII, ESMA, FCA, SEC, circuit breaker, systemic risk
The ESM Pandemic Crisis Support Facility: A Changing Conditionality?
Authors: Megliani Mauro 
Published: May 2022

Since late 2019, the globe has progressively been affected by a pandemic caused by a new virus named Covid-19. To face the economic and social effects of this crisis, the European Union has predisposed a plan hinged on four pillars. The Support to mitigate Unemployment Risks in an Emergency to provide financial assistance for work and jobs. A fund established by the European Investment Bank in favour of small and medium enterprises. A Recovery Fund to stimulate and support European recovery. A Pandemic Crisis Support facility under which the European Stability Mechanism may provide resources without macroeconomic conditionality in favour of direct and indirect healthcare, cure and prevention related to the Covid-19 crisis. With specific reference to this facility, the absence of macroeconomic conditionality questions its compatibility with the ESM and EU Treaties. This problem could have been cured in the amending process of the ESM Treaty. Unfortunately, it was not so and the solution must be sought elsewhere. This may be done by interpreting the no bail-out rule, holding that the no bail-out rule is suspended or finding that the no bailout rule is satisfied by the national recovery and resilience plans. Alternatively, the facility could have been placed under different umbrellas. However, the exceptional features of the facility are not replicable in the ESM context.
ESM, Conditionality, Pandemic Crisis Support facility, Covid-19 Related Healthcare, Justifications
The Languages of Contract: A Comparative Law Perspective with a Focus on the CISG
Authors: Brutti Nicola 
Published: May 2022

In nowaday’s international trade, the contracting parties often come from a different linguistic background. As a consequence, the use of foreign languages in contractual relationships raises many issues the implications of which are often underestimated. They are thereby analysed in a comparative law perspective and with reference to the CISG experience.Before invoking consent defects and invalidity, a central role must be devoted to the interpretation of contract. In particular, we have to mention the following criteria: the principle of good faith/fairness, the binding effects of agreed usages and established practice, the promotion of uniform languages and neutral terminologies with specific reference to business contracts. In the first Section, I briefly introduce the debate on language risk in contractual communication, discussing the implications of language barriers for the validity of the contract. Then, I outline the problem of legal constraints protecting offical languages that may significantly impact the choice of a foreign idiom in contractual relationships. The call for language uniformity in the international commercial framework and the prominent role of English, as a ‘lingua franca’, are also discussed. The last Section is devoted to the use of clauses aimed at preventing language inconsistencies in international contracts. Then I deepen the CISG experience by approaching the following key points: formation of contract, incorporation of standard terms, applicable law and foreign terms, non-conformity of the goods.
Language, Contract, Validity, Interpretation, Official Languages, Sales of Goods, Good Faith, Lingua Franca, Legal English, Controlling Language Clauses
The Bumpy Reform of EU Interest Rates and the Rule of Law
Authors: Sedano Varo Elena 
Published: May 2022

This contribution estimates the legal risk of contract discontinuity posed by the transition to new interest rates benchmarks through a comparative study of four national doctrines of force majeure and contract frustration. A pluralistic landscape emerges. Whereas discharge is likely in the United Kingdom, the chances of discontinuity become rather remote in Italy. A middle way solution is found in France or Spain. The lack of harmonization stems from the separation between EU governance, which is regulatory in nature and whose aim is to remove barriers to trade within the internal market, and the traditional legal systems of Member States. Such dichotomy results in an unjustified distinction among market players depending on the jurisdiction they operate on, amounting to a contravention of the principle of generality, a key pillar of the rule of law. This article contends that the EU legislator should pass a legislative provision to ensure a smooth and just transition to new interest rates benchmarks.
Force majeure, contract frustration, interest rates, €STR, comparative private laws, internal market, rule of law, principle of generality, law and finance, free markets