This thesis analyses legal issues related to evidence and contract laws in the context of electronic commerce. Electronic commerce raises a number of legal problems such as the need for authentication, liabilities, whether electronic records are admissible as evidence and whether electronic transmissions are considered writing where writing is required. Many legal systems have faced or will face some questions, such as whether electronic evidence is inadmissible only in the ground of being created or stored electronically? Should the law of evidence be reformed in order to meet the new technologies? It is questionable whether electronic communications and records can or should meet the legal requirements of "writing" and "signature". Do electronic and digital signatures satisfy the legal requirements? It has been argued that it is not logical and reasonable to apply legal requirements that have been constituted in the ground of paper-based communication on electronic communication. Electronic contracts raise some legal issues, including whether the contract must be in a particular form or authenticated; when the message is sent and received; whether it is received in the same form as it is sent; validity, time and place of communication; cross-offers and battle of forms issues. All these issues are considered from UK common law point of view and according to CISG, UNIDROIT Principles, PECL, UNCITRAL Model Laws and the Uniform Commercial Code. Electronic contracts involve consideration whether a computer can properly be used to enter into a contractual relationship, to which existing rules on contract negotiation may need to be developed to suit formation of contracts by means of computer and telecommunications and whether old rules are appropriate today. This study examines other legal problems relating to contracts formed on the Internet, including the use of electronic agents, enforceability of mass-market licences, electronic payments and choice of law and jurisdiction issues.

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The circumstances in English tort law in which one person may be held non-vicariously liable for the acts of another have been quietly expanding in recent years, to the point where third party liability can now be said to constitute a distinct category of tortuous liability. As an obviously exceptional form of liability, it is subject to special restrictions designed to strictly limit the specific instances in which it will be recognised. Unfortunately, however, the exact substance and scope of these restrictions are far from clear, for there has been a systematic failure on the part of the courts in deciding third-party liability actions to articulate with any precision the grounds upon which their findings have been based. As a result, the law on third party tort liability has developed on an ad hoc basis and has become confused and incoherent. The specific purpose of this thesis is thus to seek out the foundational principles governing the existing categories of liability in tort for the acts of third parties, with a view to identifying a coherent basis upon which such liability can develop in the future.

The governance of private equity-backed companies is a “black box”: relatively little is known about the decision-making structures in these economically important businesses. This thesis looks inside that black box and, by studying the corporate governance arrangements in a unique sample of predominantly small and mid-size UK private equity-backed companies, proposes a theory to explain them. The dominant theoretical framework for UK legal scholars is grounded in the notion that separation of ownership and control within large companies creates an “agency problem” which either the market, or regulators, or a combination of both, needs to fix. In this thesis, I explain the structure of the typical private equity-backed company and conclude that – although there is no separation of ownership and control in the sense that the shareholders lack economic incentives and wherewithal to intervene – agency problems do need to be solved by private ordering, and I describe how that is achieved in practice. However, I also describe two parallel functions of the decision-making structures that are established: to ensure that the company makes better, and more legitimate, decisions; and to protect the specific and separate interests of the investor. I then explore how well these three objectives can be achieved within the framework set by UK company law, and the ways in which the actors adopt or vary default rules, and seek to contract around apparently mandatory rules, in order to accommodate their multiple objectives. In the final part of this thesis, I describe the evidence that private equity-backed companies outperform their peers, and consider existing empirical research that seeks to explain that outperformance. I argue that the corporate governance systems are a significant explanatory factor and that, by re-conceptualising private equity corporate governance in the way that I have suggested, we can adopt alternative academic frameworks to better understand the drivers of that outperformance. Finally, I draw out lessons for policy-makers and practitioners and suggest avenues for future research.

The recent corporate scandals at Cadbury Nigeria Plc and Oceanic Bank Plc in Nigeria not only uncovered devastating incidents of corporate malpractices within Nigerian firms but they also appear to highlight the ineffectiveness of the existing regulatory structure of companies in the country. This study offers a theoretical analysis to corporate governance practices and regulation of public companies in Nigeria from a legal and regulatory standpoint. It analyses the effectiveness of the regulatory framework of corporate governance under the Nigerian Companies and Allied Matters Act 1990 ("CAMA 1990") and the Code of Corporate Governance 2011("2011 SEC Code") in terms of ensuring good governance and promoting ethical practices amongst corporate actors such as directors, auditors, shareholders and stakeholders. This thesis argues that the CAMA 1990 and the 2011 SEC Code have naturally been rendered inadequate in curtailing corporate malpractices and ensuring good governance in Nigeria because important mechanisms pertaining to directors’ accountability, auditing, shareholders’ protection, compliance and enforcement are weak and defective. By using the UK’s Companies Act 2006 ("CA 2006") and US’ Sarbanes-Oxley Act 2002("SOX") as models for reform, the author explores ways to enhance these mechanisms and how to further strengthen the current regulatory framework in Nigeria. The author recognises that the UK and the US, having experienced their own fair share of corporate collapses are by no means perfect, but they are widely known to have robust and well-developed regulatory frameworks, which could provide instructive lessons on practical solutions to existing regulatory lapses in Nigeria. This thesis tackles fundamental questions, which previous studies have ignored, e.g. how effective is the current regulatory framework under the CAMA 1990 and 2011 SEC Code, and to what extent does it facilitate good corporate governance practices in Nigerian public firms?

This thesis examines the current regulatory frameworks for foreign investment protection and reforms thereto in the petroleum sector in Nigeria. The analysis is conducted from international law perspective. Thus, the current regimes of IIAs reflected in both the substantive and procedural terms are bedevilled by unbalanced framework in the allocation of rights and duties to the contracting parties. Strictly speaking, the parties do not set out from the outset to draft an unbalanced terms of IIAs. However, the preponderant inflow of investment from the developed to developing countries almost always make the latter bear the brunt of any unbalanced prescription of the terms of the IIAs. Thus, the definitions of such substantive terms as investment, fair and equitable treatment, umbrella clause, and regulatory expropriation constitute a significant cause of concerns for economic imperatives of the capital importing countries. Similarly, the incessant lack of consideration for the regulatory and economic interest of the host state in the arbitral awards is creating concern among the capital importing countries. Consequently, a re-appraisal of existing regimes becomes necessary both in the substantive definition and the arbitral construction of these substantive terms to ensure a balance of interests in international economic relation. These substantive and procedural terms do not operate in vacuum but apply to host state like Nigeria together with other local investment regulatory rules. Although various studies establish different challenges to foreign investment in Nigeria such as, inter alia, lack of harmonised investment regimes and complicated registration procedures, one issue that is evidently less considered is the institutional influence in the implementation of investment regulation. Thus, institutional factors are the heart of Nigeria investment challenges. These institutional factors mirrors itself in poor human and social capital ratio needed for enhanced service delivery. Thus, for any meaning headway to be made in strengthening the inflow of foreign capital to Nigeria economy, tackling of other challenges is incomplete until human capital development is aligned with social capital development.

Socio-legal studies of the role of legal institutions in ordering contracting behaviour in both commercial and government sectors are in broad agreement that exchange is effected by a variety of legal, extra-legal and economic norms and modes of enforcement. The present study evaluates the adequacy of current socio-legal analyses of the use, function and relevance of legal institutions in contracting practice in the particular trans-sectoral context of NIHS purchasing of cleaning, catering, and computing services involving a regional health authority in the North of England. Rejecting an instrumentalist conception of the relationship between law and social action, the thesis analyses the static and dynamic dimensions of order in these transactions with reference to an institutionalist theoretical model distinguishing: first, institutional environment (formal structure); second, institutional arrangements (relational structure); and third, the processes through which these institutional levels are mediated and negotiated. The case studies demonstrate in depth how the NHS policy-regulatory context affected the form and degree of performance and risk planning; how the planning of contract contents was oriented to both rights-in-law and the business deal; how different co-operative outcomes resulted from the use, displacement and supplementation of contract in the governance of the transactions; and how decisionmaking in regard to the various uses and non-uses of contract was guided by common understandings ('norms about norms') about the institutional environment and governance of institutional arrangements. Two types of contractual orientation with different governance implications are distinguished: first, circumstances where contracting was regarded as part of NHS administration, and where the contract was supplemented mainly by administrative hierarchical norms; and second, where contract management occurred more independently of hierarchical influences, and where the contract was supplemented by norms more akin to those of ordinary commercial dealing. Generally, the key factor accounting for the quality of the newly established exchange relationships in the case studies is shown to be the influence of the NHS as a public purchasing organisation on the institutional environment of trans-sectoral exchange and on the institutional arrangements made within it.

Die praktische Bedeutung von Güte- und Zertifizierungszeichen im Alltag ist enorm. Das rasant wachsende Angebot von Produkten und Dienstleistungen und deren ständige Verfügbarkeit, veranlasst Kunden und Betroffene immer häufiger nach verlässlichen und informierenden Prüfungskennzeichen Dritter zu suchen. Dies betrifft insbesondere die Qualität der Ware oder Dienstleistung, aber auch den unabhängigen Hinweis auf bestimmte Eigenschaften zur Herstellung, Nachhaltigkeit oder den Umgang mit Arbeitnehmern. Abhilfe konnten bisher nur Anbieter von entsprechenden Kennzeichen über Individual- oder Kollektivmarken schaffen. Seit dem 1. Oktober 2017 ist mit der Unionsgewährleistungsmarke und ihren speziellen Ausgestaltungen ein dritter Markentyp der Unionsmarkenverordnung in Kraft getreten. Der europäische Gesetzgeber hat sich somit durchgerungen, den Güte- und Garantiezeichen einen eigenen gesetzlichen Regelungsrahmen zu geben. Das späte Handeln des Gesetzgebers und die beträchtlichen Unterschiede der Unionsgewährleistungsmarke mit den bestehenden Instrumenten der Unionsindividual- und Unionskollektivmarke geben Anlass für eine intensivere Untersuchung. Gegenstand der Arbeit ist die Unionsgewährleistungsmarke mit ihrem rechtsdogmatischen Umfeld, ihrem Ursprung und Werdegang bis hin zur Veröffentlichung im Amtsblatt der Europäischen Kommission im Rahmen der Markenrechtsreform und einem Ausblick auf ihre spätere Rechtsanwendung. / The practical importance of quality and certification marks in everyday life is enormous. The rapidly growing range of products or services and their constant availability is causing customers and those affected to look more and more frequently for reliable and informative third-party certification marks. This concerns in particular the quality of the goods or services, but also the independent indication of certain characteristics regarding production, sustainability or the treatment of workers. Until now, providers of corresponding trademarks could meet this demand via individual or collective marks only. Since 1 October 2017, a third type of trade mark of the European Union Trade Mark Regulation has come into force with the European Union certification mark and its special specification. The European legislator has thus decided to give the quality and guarantee marks their own legal regulatory framework. The late action of the legislator and the considerable differences between the European Union certification mark and the existing instruments of the European Union individual and collective mark give rise to a more intensive investigation. The subject of the work is the European Union certification mark with its legal dogmatic environment, its origin and development up to its publication in the Official Journal of the European Commission and an outlook on its later legal application.

This thesis is concerned with the 1992 attempt to legislate for the introduction into the French civil code of a "trust-like" device, the Fiducie. Through a study of the 1992 Bill's Fiducie, it is hoped to contribute to a socio-theoretical understanding of the workings of French legal culture, in the specific context of this recent confrontation with the common law trust. On the basis of the works of Foucault, Lenoble and Ost, French legal culture will be theoretically constructed as an epistemic entity shaped by two types of discourses: the juridical discourse of sovereignty and the discourse of Governmentality. In the light of the works of Bourdieu and Dezalay, it will be argued that these discourses are connected to the conflictual dynamics of societal fields, identified as the juridical field and the field of Governmentality. As a result of the operation of the juridical discourse of sovereignty, the Fiducie cannot reproduce the dual ownership structure of the trust. This is due in particular to the symbolic potency of the principle of absolute ownership, a product of the juridical discourse of sovereignty. This discourse forms the basis of the French epistemic tradition and is rooted in struggles amongst lawyers for the symbolic authority of law. The second epistemic level relevant to our study is identified as Governmentality, a discourse concerned with the construction of the proper objects, means and ends of government, understood in the broad Foucauldian sense. The Fiducie 's limitations as regards tax planning result from the fiscal provisions of the Bill and the impossibility to fragment ownership rights. Such limitations illustrate the imperative of surveillance in French Governmentality. But the Bill also reflects a contradictory tension towards a more liberal understanding of the Fiducie as a flexible and almost unregulated contractual device destined to compete with the trust on the global market. The conflicting tensions apparent in the legislative formulation of the Fiducie echo struggles within the juridical field and in the governmental field. These struggles involve an emerging elite of international legal experts seeking a dominant position internationally and within their own national fields. On the basis of this analysis, it will be possible to formulate a number of concluding hypotheses as to the reasons for the 1992 Bill's failure and its possible future revival.