The thesis aims to create a rule-based framework in order to facilitate corporate strategy making and regulatory drafting pertaining to sustainable development. To do so, the premise is set that business sustainability can be broadly categorised in four interdependent pillars, namely, Environmental, Economic and Social sustainability and Corporate Governance. Accordingly, four case studies are devised, each focusing on one of said areas of business sustainability in different industries and business sectors. The findings of each case study are instrumental to the final conclusions of the current thesis. Covering a vast array of examples in corporate behaviour with regards to business sustainability led to the understanding that industries and regulators suffer from a lack of a standardised approach to implement a common theme within sustainability. It is submitted that the current sustainability reporting standards do not distinguish between rules and advantageous reporting criteria. To alleviate this problem the thesis draws from the findings of each case study and devises a rules-based system which drafters of legislation and corporate sustainability strategists can benefit from as a set of guiding norms and principles to aid them in their implementing behaviours. These rules are discretionary in application and non-exhaustive; readers of said framework may choose which rules are most applicable and if so, how they would apply to their circumstances. Therefore, extensive opportunity for further research remains in order to complement the implementation of these rules.

The financial market in Kuwait has existed for longer than the financial markets in the other Gulf countries. However, there has been limited regulation of stock exchange activities. This gap in the legislation was highlighted in the Suq al-Manakh crisis, when the absence of regulation resulted in heavy losses for large and small investors. This led the Government of Kuwait to enact a series of Acts from the late 1970s to 2010. The securities market was built around this legislation, which helped to stimulate the economy by attracting investors. However, the practical application of these laws brought to light some shortcomings in the regulation of the stock exchange and specifically the need for the legal protection of investors against the risk of loss due to market abuse (manipulation and insider dealing) of securities, irresponsible actions or poor corporate governance by firms. This research will trace the historical development of the legislation relating to the stock exchange up to the enactment of the new law (The Kuwait Capital Markets Act 2010 No. 7). The latter will be compared with similar legislation in the other markets of the GCC (as well as those in the USA and the UK when necessary) in order to evaluate its potential effectiveness in averting future problems and failures such as those that impacted Kuwait when it faced a financial crash in the early 1980s. Hence, the main aim of this thesis is to evaluate the extent to which the Kuwaiti securities legislation (the Act) is effective in protecting individual investors in terms of insider dealing, unfair disclosure and poor corporate governance by the issuer of the securities., and to suggest any amendments. Apart from this aim, the thesis will hopefully help to improve the knowledge of the Kuwaiti people about securities and it is also hoped that the research will be a useful addition to the body of literature in this field and will open a new avenue of research for other Kuwaiti students to follow for the improvement and development of the national economy.

Currently most international investment disputes are settled through investment arbitration. Investment arbitration is not carried out by a single omnipotent body or court; rather, it is carried out by a number of different bodies (including permanent arbitral institutions as well as ad hoc tribunals). These different institutions and tribunals often produce diametrically opposing decisions (which are final and binding), in cases where similar or even the same facts are at stake. This is possible because binding precedent and stare decisis do not operate in international investment arbitration. The conflicting decisions that are being made are causing a crisis of consistency and uniformity in international investment arbitration. In order to address this crisis and reduce the capacity for inconsistent decisions to occur, commentators have suggested various reforms to the system of international investment arbitration. One suggestion that has been put forward is the introduction of an appeal mechanism. The primary objective of this thesis is to examine this proposal in detail. The thesis explores the debate around the possible establishment of an appeals facility, analysing the basis of the call for, as well as the potential advantages and disadvantages of an appellate mechanism. It is submitted that the basis of the call has been established and that the benefits would outweigh any demerits. Accordingly, the thesis moves on to explore how an appeals facility might best be introduced. A few suggestions have been made in this regard in the past, including the creation of a centralised world investment court. This and indeed others will be closely examined in this work, Finally, the thesis will consider whether any existing international or regional dispute settlement mechanisms could serve as inspiration for any future reforms to the system of international investment arbitration.

This thesis explores the issues regarding which regime style would be appropriate for China to adopt in the regulation of takeover defences, given that there are two distinct takeover regulatory systems in the world – that of the UK, and that of the US. China has already adopted a UK-style shareholder-friendly regulatory system. This thesis considers the reasons why China has chosen a shareholder-friendly takeover regulatory system rather than a US-style director-friendly regulatory system. In addition, combining analysis of the character of China’s market and its legal framework, it discusses whether the current regulatory system is appropriate for China or not. Furthermore, it considers specific features of individual takeover defensive tactics and the possibility of their use being legitimised in China. This thesis is relevant because of the likelihood of the freeing up of the Chinese takeover market in the future; as this happens, there will be more and more takeover activity, taking place in China’s market. Thus it is important to provide adequate legislation for market players. Though China adopted the UK’s shareholder regulatory system many years ago, when it first regulated its takeover market, the shareholding structure in China is totally different to the UK’s, and so it is important to discuss whether this regulatory system is still relevant for China or whether there should be a change to a regulatory system more like that of the US. As China issued the Administrative Measures of Preferred Shares Experimental Units in 2014, and the new leadership in China has continued China’s economic reform over recent years, it i could be said that China’s listed companies have become more attractive to investors and there could be more hostile raiders entering the market. Hence there is a need to consider whether China’s delegation of decision-making powers to the shareholders regarding defence against hostile raiders is appropriate. It is also important to establish which takeover defence measures might appropriately be legalised and which would be inappropriate for China. Chapter 1 introduces background information about the trend of mergers and acquisitions and hostile takeovers, China’s state-owned enterprises and briefly consider takeover defensive measures. Following this, it discusses shareholding structures, and problems in China’s market in comparison with the UK and US. Chapter 2 outlines both the UK’s and US’s distinctive takeover regulatory systems and evaluates their pros and cons, as well as the reasons why certain regulatory systems are suitable for each market. Chapter 3 explores the differences between China’s ownership structure, market, and legal framework, and those of the UK and US. It also summarises the weaknesses of the Chinese system(s) in seeking to transplant a western-style set of takeover regulations into China’s market. Primarily, these are that (a) China does not provide sufficient legislation relating to takeover defence measures and (b) Chinese market players and legal advisors do not have adequate experience of takeover defence measures. ii Chapter 4 discusses takeover defence measures related to stock trading – share repurchase, the ‘pac-man’ defence, the use of white knights and ESOP. The chapter concludes that the first two tactics may be too risky for target companies such that their adoption should be prohibited in China while the latter two tactics may be helpful and could be widely used by China’s listed companies. Chapter 5 considers takeover defence measures related to management, such as poison pills, shark repellents, the scorched earth policy, dual class recapitalization and three kinds of parachutes. Except for the scorched earth policy, which could be harmful to the long-term interests of target companies, the other tactics may work well in China’s market and help Chinese companies secure controlling power or raise the share premium. Chapter 6 looks into defensive measures relating to litigation, raising anti-trust issues with relevant authorities, inadequate information provision by bidders and other crimes. It summarizes how measures relating to litigation could help delay the hostile takeover process, but could also terminate it, even if the target company is only seeking a greater share premium. This process could also involve government intervention, and its effectiveness cannot be guaranteed. Even if this group of measures are the most frequently used tactics by target companies, this thesis does not recommend it over other options. Chapter 7 analyses and compares the legislative systems of the US and UK and concludes that the UK’s system is better for contemporary China. However, there is iii still the potential for China to legalise certain takeover defensive measures in the future as China’s market is continually being reformed. Chapter 8 concludes the thesis in proposing that China is justified in adopting the UK’s shareholder-friendly regulatory system. This is partly based on consideration of promoting takeover activities, and the existence of China’s SOEs, which may be reasons to prohibit certain defensive measures in China’s market. As the reform of China’s market continues, moderate defensive tactics like the white knight, parachute system and poison pill could work well. However, the decision-making power should remain in the hands of shareholders and the government should provide sufficient supervision over the market whilst following the principle of protecting shareholders’ interests. The importance of the thesis, and its contribution to existing knowledge, is the research for it has found that most other researchers are focused on the mandatory bid rule – adopted from the UK – in China, but that hardly any systematic research is being undertaken into defensive measures. Thus, this thesis fills a gap in the current literature on the takeover regulations area for China. It also discusses most of the major takeover defensive tactics, analysing in which markets certain defensive tactics work, and whether they would be appropriate for China. Newly-released regulations show the intention of Chinese legislators to turn to a more US style – which will make certain takeover defence measures possible in China, such as the poison pill; whether these are suitable for the Chinese market is debatable. In addition, it is found that iv Chinese companies, especially high-tech companies, quite frequently use several defensive measures when they list on the US market, and the function of these tactics in securing control over the target company can be seen. Thus, research into how to regulate those defensive measures and what problems might arise with their use in China is important for regulators, and will make this thesis meaningful in China.

This thesis discusses the reform and improvement of Chinese legislation on Privately Financed Infrastructure Projects (PFIPs), to develop the PFIP model in China, under the protection of Chinese laws, so that its implementation in China may reach international standards. Existing Chinese laws are found to be insufficient in reducing risks to PFIPs because of certain shortcomings. Therefore, it is necessary to reform and improve Chinese legislation on PFIPs, to prevent their failure. The Legislative Guide and Model Provisions drafted by UNCITRAL are treated as the international standards to guide Chinese legislation reform on PFIPs. Other countries’ laws on PFIPs provide supplementary reference. This thesis addresses its aim in four steps: First, the current Chinese legislative and institutional framework on PFIPs is reviewed, with discussion on establishing a more appropriate legislative and institutional framework, to facilitate the development of PFIPs in China through the principles of transparency, fairness, long-term sustainability and the elimination of undesirable restrictions. Second, Chinese laws on the concessioner selection procedure in PFIPs are reviewed, with discussion on possible improvements to the laws to achieve international standards of fairness and transparency. Third, current Chinese laws and policies which affect the various contracts involved in PFIPs are reviewed, with discussion on these may be improved to achieve international standards. Fourth, the PFIP dispute settlements that may be used in China are reviewed, with discussion on the necessity to remove certain undesirable restrictions in relevant Chinese laws. Following the rapid rise in the practical use of PFIPs in China, this thesis offers a strong theoretical basis for suggesting a reform of Chinese legislation on PFIPs. It also provides a general basis for any national reform of laws on PFIPs in any other countries.

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This thesis focuses on collective dominance in horizontal concentrations as regulated under the EU Merger Regulation 139/2004. Chapter 1 introduces the issues that this thesis will examine. Chapter 2 focuses on the concept of collective dominance in mergers by setting out the characteristics of its analysis, its link with tacit collusion and the judgments that have formulated the conditions that must be met in order to establish such a position. Chapter 3 examines the economics of collective dominance as it demonstrates the models of oligopolistic interaction, it emphasises on the game theoretic model of tacit collusion and the related criticism, while it also focuses on the structural features that must be assessed in order to determine the oligopolists’ collusive incentives. Chapter 4 emphasises on the policy considerations related to each Phase of the evolution of the collective dominance analysis and inspects the policy objectives pursued by the regulation of such positions. Chapter 5 examines the alterations brought about by the Merger Regulation 139/2004 substantive test on the appraisal of collective dominance, it focuses on the EU Horizontal Merger Guidelines’ analysis of coordinated effects and makes a comparison to the approach adopted in the 2010 US Horizontal Merger Guidelines. Chapter 6 compares the concept of collective dominance under the Merger Regulation to the concepts of Article 102 collective dominance and Article 101 concerted practices by demonstrating their distinctive approach on tacit collusion. Chapter 7 scrutinizes the relationship between unilateral and coordinated effects by emphasising on their distinctions in economic theory, the set of necessary conditions required to be established and the applicability of econometric analysis. Chapter 8 highlights the proof of collective dominance in mergers as it focuses on the allocation of the burden of proof, it discerns the applicable standard of proof and examines the judicial review of the Commission’s decisions. Lastly, Chapter 9 offers a conclusion on this thesis.