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  • P Davies, 'Related Party Transactions: UK Model' in L Enriques and T Troeger (eds), The Law and Finance of Related Party Transactions (Cambridge U P 2019)
    DOI: 10.1017/9781108554442
    Also available in an earlier version as an ECGI working paper: https://ecgi.global/working-paper/related-party-transactions-uk-model
    This paper analyses the regulation of related party transactions in the UK through two comparative lenses, one external, the other internal. The external comparison is between English law and the law on RPTs in the United States, especially in Delaware. The internal comparison is between the English corporate law applying to all companies and the additional rules applicable to companies quoted on the London Stock Exchange, both those with a premium listing on the Main Market and those traded on the Alternative Investment Market. The first external comparison highlights two features of the general regulation of RPTs in the UK. The first is the adherence of English law to the classical concept of a fiduciary and the second is reluctance to use assessment of the substantive fairness of the transaction as a test for the legality of the RPT and, in consequence, its reliance on wholly procedural controls. The first feature made it difficult for the general law to handle RPTs with shareholders, including directors in their capacity as shareholders. The second came into prominence when the private-ordering model which underlies UK company law led to the shift of the procedural controls from the shareholders to the board. For both problems, UK statute law developed some work-arounds, but without comprehensive revision of these underlying characteristics of the general law. The comparison with the rules for publicly traded companies shows how rules might develop when the starting point is a functional one. Substantial shareholders are as much subject to the constraints as directors and fairness opinions are routinely utilised. However, exchanges have become subject to much sharper regulatory competition than national legal systems. Rule-makers are cautious in their use of exchange rules to promote corporate governance objectives which go beyond what is internationally acceptable. As early as 1993 the London Stock Exchange seems to have pulled back from a widespread application of majority-of-the-minority shareholder approval for RPTs and this century it has wavered in its policies towards subjecting controlling shareholders to effective constraints on RPTs.
    ISBN: 978-1-108-42928-3
  • E Fisher, 'Sciences, Environmental Laws, and Legal Cultures: Fostering Collective Epistemic Responsibility ' in Emma Lees and Jorge Viñuales (eds), Oxford Handbook of Comparative Environmental Law (OUP 2019)
    ISBN: 9780198790952
  • JA Armour and H Eidenmueller, 'Selbstfahrende Kapitalgesellschaften?' (2019) 183 Zeitschrift fur das gesamte Handelsrecht und Wirtschaftsrecht 169
    Anwendungen der Knstlichen Intelligenz (KI) werden das Gesellschaftsrecht im Allgemeinen und die Corporate Governance (CG) im Besonderen stark beeinflussen: Am Horizont steht die „selbstfahrende Kapitalgesellschaft“. Wir unternehmen es, einen konzeptionellen Rahmen fur dieUntersuchung von CG-Fragestellungen bei KI-Anwendungen zu entwickeln. Agenturprobleme in Kapitalgesellschaften verlieren an Bedeutung: Algorithmen optimieren eine vorgegebene Zielfunktion. In den Vordergrund rucken Fragen der Zielbestimmung von Kapitalgesellschaften. Wir beschaftigen uns zunachst mit dem Stand der derzeitigen technischen Moglichkeiten. Er wird von Anwendungen im Bereich des Maschinellen Lernens (ML) gepragt. Sodann untersuchen wir die Implikationen der Data Governance fur CG-Fragestellungen, insbesondere hinsichtlich Qualifikation und Verantwortlichkeit von Unternehmensleitern. Anschließend beschaftigen wir uns mit der Zukunft der Kapitalgesellschaft beisteigender KI-Funktionalitat. Hier geht es um die „selbstfahrende tochtergesellschaft“ im Konzern sowie das Zentralproblem der Kalibrierung der Unternehmensziele. Regulatorische Implikationen sehen wir in einem von Regulierungswettbewerb gekennzeichneten Umfeld vor allem in der ex ante-Prufung unternehmenssteuernder Algorithmen sowie in einer strikten Haftung kombiniert mit einer (Haft-)Pflichtversicherung entsprechend gesteuerter Kapitalgesellschaften. Alternativ ist eine unbeschrankte pro rata-Haftung der Anteilseigner gegenuber Deliktsglaubigern in Betracht zu ziehen.
    ISBN: 0044-2437
  • A Briggs, 'Service out: communis error frangit ius' [2019] Lloyd's Maritime and Commercial Law Quarterly 195 [Case Note]
    Analysis of the state of the law on applications for permission to serve out of the jurisdiction in the light of the decision in Kaefer Aislamientos v AMS Drilling
    ISBN: 0306 2945
  • P Eleftheriadis, 'Solidarity in the Eurozone' (2019) Bank of Greece Working Papers Series
    Proposals for Eurozone reform aim to complete its institutional architecture by securing stability without creating moral hazard. Such policy arguments inevitably rely, however, on implicit assumptions about justice, or on what is owed to whom. A common assumption is that member states are solely responsible for what happens to them. This paper, written from the point of view of public law and legal theory, asks if this assumption is correct. The relevant idea is often considered to be that of solidarity. Yet, solidarity is a puzzling concept. Although it is mentioned in the EU treaties, it does not appear to create any clear duties of mutual assistance. Many prominent legal theorists argue that solidarity will only become relevant in the future, when new European institutions bring citizens together under a single Europe-wide political community. This paper argues, however, that these arguments are misleading. They are at least incomplete in that they miss the key role played by corrective justice. Unlike distributive justice, which applies within states but not among states, corrective justice applies to cooperative arrangements creating interdependence. Corrective justice creates a principle of redress, which requires that those who are unfairly burdened by an agreement should be compensated by those who caused the unfairness. Any state that was unfairly burdened by the Eurozone’s flawed architecture, may thus have a claim of redress for the losses it incurred as a result of the unfairness. It follows that the programmes of financial assistance were not merely actions of self-preservation or prudence by the Eurozone. They were also manifestations of an existing European principle of solidarity based on corrective justice
    ISBN: ISSN 1109-6691
  • AE Ezrachi and (co-authored by a group of contributors) , Stigler Committee on Digital Platforms (Chicago University 2019)
    Subcommittee on Market Structure and Antitrust This working group came together to address specific problems arising from the digital platforms’ reach, scale, scope, and use of data. We were asked to examine concerns stemming from the market structure contemporary platforms have created, and to investigate their competitive behavior, including the consequences of network effects that can create barriers to entry for new innovators and entrench incumbents. The global nature of many of today’s platforms, a result of their scale, scope, and business models, creates novel complexities and considerations, particularly a concern that the digital platform may be a unique combination of economic forces that require both new analysis and new public policy. Regulatory authorities throughout the world are now turning their attention to these same questions. This report contributes to this international analytical project by providing some of the necessary frameworks and inputs. We intend it to be a complement to other recent work, as experts across the world wrestle with how to ensure that markets remain open and healthy, allowing beneficial technological and social advancements to continue. Many of our conclusions and suggestions echo the findings of reports that have come out in the past year, and we hope they will be helpful to those reports not yet released. The list of antitrust experts and agencies working on this problem includes Australia, the United Kingdom, Germany, the European Commission, France, Israel, and Japan
  • P P Craig, 'Taxonomy and Public Law: A Response ' (2019) Public Law 281
  • P Davies, S Emmenegger, E Ferran and G Ferrarini and others, 'The Commission's 2018 Proposal on Cross-Border Mobility - An Assessment' (2019) 16 European Company and Financial Law Review 196
    Also available as Oxford Legal Studies Research Paper 25/2018 (available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3257846#)
    Currently, the Council of the European Union is negotiating the European Commission’s recent proposal on cross-border mobility. This paper provides an overall assessment based on the proposal’s central pillars: freedom of establishment and protection of the interests of creditors, shareholders, and employees. The proposed directive meets a real necessity for regulation on a European level and pursues an ambitious agenda. While the general approach is excellent, there is room for improvement on some issues of importance
    ISBN: 1613-2548
  • P P Craig, 'The EU, Democracy and Institutional Structure: Past, Present and Future ' in W Heusel and J-P Rageade (eds), The Authority of EU Law, Do we Still Believe in It? (Springer 2019)
  • P P Craig, 'The EU, Democracy and Institutional Structure: Past, Present and Future ' in W Heusel and J-P Rageade (eds), The Authority of EU Law, Do we Still Believe in It (Springer 2019)
  • P P Craig, 'The EU, Democracy and Institutional Structure: Past, Present and Future' in A Bakardjieva Engelbrekt and X Groussot (eds), The Future of Europe, Political and Legal Integration Beyond Brexit (Hart Publishing 2019)
  • P Yowell, 'The negative legislator: On Kelsen’s idea of a constitutional court' in M Belov (ed), Courts, Politics and Constitutional Law: Judicialization of Politics and Politicization of the Judiciary (Routledge 2019)
  • N. W. Barber, 'The Point of the State and the Point of Public Law' in E. Fisher, J. King, and A. L. Young (eds), The Fundamentals and Future of Public Law (Oxford University Press 2019)
  • N. W. Barber, 'The Two Europes' in N. W. Barber, M. Cahill, and R. Ekins (eds), The Rise and Fall of the European Constitution (Hart Publishing 2019)
  • P P Craig, 'Transnational Constitution-Making: The Contribution of the Venice Commission on Law and Democracy ' in G Shaffer, T Ginsburg and T Halliday (eds), Constitution-Making and Transnational Legal Order (Cambridge University Press 2019)
  • P P Craig, 'Treaty Amendment, the Draft Constitution and European Integration ' in N Barber, M Cahil and R Ekins (eds), The Rise and Fall of the European Constitution (Hart 2019)

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