This DPhil thesis analyses the Takeover Bid Directive in the light of EU Law and examines the extent to which this Directive facilitates the exercise of the fundamental freedom of establishment and the free movement of capital in the internal market. Since the Directive is based on the EC Treaty chapter on freedom of establishment (Articles 43 and 44(2)(g) EC Treaty), it should in principle contribute to cross frontier corporate mobility in the internal market through takeover bids; this was the aim of the Commission in its various proposals. Takeover bids and the EC Treaty provisions on freedom of establishment are closely related. The Directive forms part of the EU company law harmonization programme whose weaknesses and limits are also explored. However, the Takeover Bid Directive is an EU company law instrument with strong links to EU capital market law. The initial aims of the EU legislature were to establish an internal market for companies and to achieve market integration in the field of EU company law. However, the Takeover Bid Directive is a compromise and watered down version of a proposal which the Commission envisaged would lead to a more effective pan-European takeover regime than that which actually proved possible. The need for compromise was the result of the very different legal and policy approaches of the Member States in the field of takeover regulation. Some provisions of the Directive are obligatory for all Member States. These provisions include the mandatory bid rule, the squeeze-out right, and the sell-out right. All these obligatory provisions of the Directive are in their present form open to criticism. The two key provisions of the Directive have been made optional for Member States. These are the non-frustration rule, requiring the board to obtain the prior authorization of the general meeting of shareholders before taking any action which could result in the frustration of the bid; and the breakthrough rule, requiring that any restrictions on the transfer of securities or voting rights provided for in the articles of association of the offeree company or in contractual agreements between the offeree company and the holders of its securities or in contractual agreements between holders of the offeree company’s securities shall not apply vis-à-vis the offeror during the time allowed for acceptance of the bid. Nevertheless, Member States, which opt out, are obliged to allow individual companies to opt in. Moreover, a reciprocity rule was also adopted, which allows Member States to permit those companies, which apply these provisions, to opt out again if they are the target of a bidder, which does not itself apply the same takeover provisions. Additionally, the non-frustration and the breakthrough rule are not fully comprehensive and even when a company applies them, it might still be able to evade their application since some corporate and financial structures remain outside the Directive’s scope. Finally, this thesis discusses the extent to which obstacles to cross border takeovers addressed by the Directive, or indeed left intact by the Directive, are to be regarded as restrictions on the right of establishment stricto sensu, or simply as obstacles in practice to making a successful takeover bid. More specifically, it scrutinizes the horizontal direct effect of the EC fundamental freedoms and seeks to analyze the extent to which conduct of the board and articles in the corporate constitution might be said to constitute restrictions on the freedom of establishment and on the free movement of capital.

The thesis results from a research project, combining elements of European law and public international law. The project focuses on the different forms of the use of force by the European Union in the sphere of the Common Security and Defence Policy as an integral part of the EU’s common foreign and security policy. It examines the conditions under which the European Union can engage in military crisis management missions from the perspective of European Union law as well as from the perspective of public international law. The main emphasis of the thesis is put on the former, analysing the EU’s ambitions to become an international security actor from an inside-out perspective. When addressing the vertical dimension of the EU and the use of force in more detail, the thesis analyses the extent to which the Member States are constrained in the conduct of their national foreign and security policy through decisions by the European Union in the sphere of the Common Foreign and Security Policy. With regards to the EU’s legal relationship with the United Nations, the thesis examines whether and if so to what extent the European Union, although not a member of the United Nations, is bound by UN Security Council resolutions in respect of the use of force. Based on the assumption that the EU is bound by UN Security Council resolutions imposing economic sanctions, the thesis uses a comparative method in order to show that the EU as an international organisation is bound by decisions of the UN Security Council in the sense that the EU is obliged to respect the wording and limits of a UN Security Council mandate to use force once it decides to contribute with an EU mission. If the EU decides not to accept a UN Security Council mandate, the thesis argues that the EU is under the obligation not to undermine the success of a UN authorised military intervention, in the spirit of a loyalty obligation. Apart from analyzing the interaction of the EU and the international legal framework, the thesis also uses a speculative approach in order to examine the implications of silence in the context of the use of force.

The thesis explores the interface between competition law and market integration, in the application of Article 102TFEU. It focuses on ‘market separation’ and addresses conduct that has the intent, or effect, of hindering cross-border trade, either in the form of geographic price discrimination or in the form of exclusionary abuses, in which out-of-State competitors are affected. In doing so, the thesis delves into a comparative analysis of the Treaty requirements under Article 102TFEU when applied in market separation cases and the Treaty requirements under the free movement provisions. It begins with a comparison of the objectives of the two sets of provisions and assesses how their historical link is echoed, presently, in the requirement of ‘effect on trade’ under Article 102TFEU (Chapter I). Following this, the thesis explores the asymmetry as between the addressees of the two sets of provisions (Chapter II). It is argued that ‘undertaking with a dominant position’, as a distinct condition of the application of Article 102TFEU, is the outer limit to any expansive view of direct horizontal applicability of the freedoms. Therefore, alleged market separation by dominant undertakings should be subject to Article 102TFEU alone. Subsequently, the material scope of the prohibitions contained in the two sets of provisions is addressed. Here, it is argued that, in the vast majority of market separation cases, there is nothing special about the interface between competition law and the Internal Market. Rather, the inherent limits of economic integration, as reflected in the notion of trade barriers, should also be taken into account under the enforcement of Article 102TFEU against dominant undertakings (Chapter III). Tensions between competition law and the Internal Market may, nevertheless, arise when non-economic values, as reflected in the notion of justified trade barriers, come into play. In these cases, the interface between competition law and the Internal Market is better conceptualised as a question of unclear attribution of the market distorting effect to the undertaking and/or the State (Chapter IV). A revised defence of shared responsibility for the market separation is proposed, which would render the legality of State intervention under the free movement provisions a necessary condition for the application of Article 102TFEU against the dominant undertaking (Chapters V and VI).

The present thesis is concerned with private international law for corporate and insolvency disputes in the context of freedom of establishment. First, it presents the traditional rules of conflict applicable to corporate disputes that have been implemented in some major jurisdictions. Second, it analyses the relevant leading judgments of the European Court of Justice and it demonstrates the way in which, contrary to popular belief, the real seat theory has not been held contrary to freedom of establishment. The thesis then deals with the concept of letter-box companies and examines the limitations that are being placed to the use of freedom of establishment. This is followed by a juxtaposition of the factors that have lead and could lead to regulatory competition for corporate law in the USA and the EU respectively. A modest approach is taken towards the possibility of the latter occurring in the EU. Third, the thesis examines the treatment of insolency disputes in this context. A substantial part of it is dedicated to the definition of the basis for international jurisdiction for the opening of insolvency proceedings, namely the centre of main interests. It argues in favour of an objective test for the identification of the centre of main interests (COMI) and the allocations of certain burdens on both the debtor and the creditors. It then focuses on the treatment of forum shopping in the context on international insolvencies. Based on considerations of consent and economic efficiency, it suggests a definition, according to which certain transfers of the COMI should not amount to forum shopping. Finally, the thesis examines the possibility of a regulatory competition for insolvencies in the EU and seeks to demonstrate that the conditions for such a competition are more analogous between US corporate law and EU insolvency, rather than company, law.

EU competition law rhetoric attributes particular importance to ‘consumer interest’. However, despite these often repeated pronouncements, final consumers and their respective interests play only an ancillary role in EU competition law enforcement. This thesis embarks from this observation with the aim of strengthening the importance attributed to ‘consumer interest’ in the application and enforcement of EU competition law. Taking into account the difficulty in adopting a ‘final consumer welfare standard’ as the substantive enforcement standard in EU competition law, the thesis shall explore an alternative route and focus predominantly on consumer participation in private competition law enforcement. The analysis is conducted at three levels. First normative justifications for the advocated consumer involvement are provided (‘added value spectrum’ of consumer participation); these include deterrence of competition law violations and compensation to affected consumers (principal aims), as well as aligning the substantive enforcement standard with policy pronouncements, legitimise EU competition policy and contribute to empowering and informing EU consumers (derivative aims). Second, practical proposals in relation to remedial and procedural measures enabling consumer involvement are formulated. Third, in so far as institutional and political limitations impede the adoption of effective measures in the field of private enforcement, alternative routes of consumer participation in public competition law enforcement (that possess the potential to promote the ‘added value spectrum’) are also examined. In light of the above, practical proposals will also be formulated.

In today's world of international economic integration, foreign investment is an important element of countries' economic development. International law in this area has to come to terms with, on one hand, the effort of the host country to attract foreign investors by providing investors with an attractive investment environment and on the other the need to preserve sovereignty of the host country. The thesis aims to offer an overview of the issue of regulation of foreign investment protection at the international level and focuses, within selected problems, on the interaction of agreements on the protection of foreign investment and EU law after passage of foreign direct investment within the exclusive competence of the European Union. For the purpose of fulfilling the objective of this paper the author used general theoretical knowledge and used descriptive and comparative methods and analogy. The work consists of three chapters, each of which is divided into subsections. The first chapter - Introduction presents the issue of protection of foreign investment. The second chapter, entitled Agreements on the protection of foreign investment and EU law focuses on selected aspects of the interaction of international investment agreements and EU law. In subsection 2.1 entitled International Investment...

We are in a digital age with Big Data at the heart of our global online environment. Exploiting Big Data by manual means is virtually impossible. We therefore need to rely on innovative methods such as Machine Learning and AI to allow us to fully harness the value of Big Data available in our digital society. One of the key processes allowing us to innovate using new technologies such as Machine Learning and AI is by the use of TDM which is carried out on large volumes of Big Data. Whilst there is no single definition of TDM, it is universally acknowledged that TDM involves the automated analytical processing of raw and unstructured data sets through sophisticated ICT tools in order to obtain valuable insights for society or to enable efficient Machine Learning and AI development. Some of the source text and data on which TDM is performed is likely to be protected by copyright, which creates difficulties regarding the balance between the exclusive rights of copyright holders, and the interests of innovators developing TDM technologies and performing TDM, for both research and commercial purposes, who need as much unfettered access to source material in order to create the most performant AI solutions. As technology has grown so rapidly over the last few decades, the copyright law framework must adapt to avoid becoming redundant. This paper looks at the European approach to copyright law in the era of Big Data, and specifically its approach to TDM exceptions in light of the recent DSM Directive, and whether this approach has been, or is, a furtherance or hindrance to innovation in the EU.

Le système électrique européen peut être décrit par le concept de système intégré, c'est à dire un réseau interconnecté dont l'organisation est découpée par diverses frontières administratives de nature légale, technique ou marchande. Dans ce contexte, l'amélioration de la coordination de l'opération sur ces frontières internes, pour un ensemble donné d'infrastructures, doit permettre une utilisation plus optimale des ressources disponibles.L'analyse économique de ces coordinations transfrontalières et du processus d'amélioration en cours en Europe en 2012 permet d'une part de tirer les enseignements de cette expérience et d'autre part de soutenir le processus d'amélioration en contribuant à la compréhension des enjeux par les acteurs. Pour cela, l'étude propose tout d'abord une synthèse sur la gestion du système électrique qui définit l'objet d'étude. Puis, le deuxième chapitre détaille une analyse fonctionnelle des mécanismes de coordination. Cette analyse permet de faire le lien avec des aspects techniques qui conditionnent l'organisation économique. Le troisième chapitre porte sur les méthodes d'évaluation des bénéfices, des coûts et des effets redistributifs d'une évolution de la coordination. Les chapitres quatre et cinq abordent ensuite deux angles institutionnels clés. Le premier est le rôle de l'Union Européenne dans l'établissement de règles communes à l'échelle du continent. Le second est la forme institutionnelle de l'engagement des Gestionnaires de Réseau de Transport (GRT) pour le succès de ces mécanismes de coordinations. / The electricity high voltage transmission networks are interconnected over most of the continents but this is not the case of the power system organizations. Indeed, as described with the concept of integrated power system, the organization over these large networks is divided by several kinds of internal borders. In this context, the research object, the cross-border coordination of operation, is a set of coordination arrangements over internal borders between differing regulatory, technical and market designs. These arrangements can include for instance the famous market couplings, some cost-sharing agreements or common security assessments among several other solutions. The existence and improvement of the cross-border coordination of operation can be beneficial to the whole integrated power system. This statement is verified in the European case as in 2012 where several regional and continental coordination arrangements are successfully implemented.In order to benefit from the European experience and contribute to support the European improvement process, this thesis investigates the cross-border coordination of operation in the European case with four angles of study. First, a modular framework is built to describe the existing solutions and the implementation choices from a regulatory point of view. Second, the thesis analyses the tools available to assess the impact of an evolution of the cross-border coordination. Third, the role of the European Union (EU) is described as critical both for the existing arrangements and to support the improvement process. The last angle of study focuses on two dimensions of the economic modes of coordination between transmission system operators.

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The new General Data Protection Regulation (GDPR) imposes new challenges for both authorities and private actors in ensuring the protection of individuals personal data. With stricter rules comes more responsibility and the risk offacing a civil action for damages. Article 82 in GDPR gives the data subject aright to receive compensation from the controller or processor for any material or non-material damage suffered as a result of an infringement of the regula-tion. The study examines what could constitute a compensable non-material damage and how the compensation could be determined according to Swedish law and EU-law. This is done through the legal dogmatic method. The study finds that a lot of discretion is left up to the member states themselves when it comes to assessing damage. However, “damage” is to be interpreted accordingto the principles laid down by the European Court of Justice and the member states also need to take into account the principles of equivalence and effectiveness. The data subject also has the right to full compensation for the damage suffered and the compensation needs to be proportionate in relation to the damage. It is found that there is no scope for a punitive damage nor is it either possible to delimit the amount of compensation available without regard to the circumstances in each case. When it comes to awarding damages for non-material damage however, it becomes necessary to use flat-rates as long as they are related in a way that takes into consideration the circumstances of each individual case.