Once upon a time in the remote northern panhandle of Idaho, in the early 1990s, occurred a series of events that would lead to the deaths of three individuals, a beloved pet, and the overt acts of lawlessness and terrorism of three federal law enfocement agencies against United States' citizens. Thus, I introduce the story of Ruby Ridge, Idaho, the Weaver family, and the federal law enforcement agencies that have collectivity become known as the infamous "dress rehearsal for Waco..." (Kopel and Blackman, 1997:32). Since this is a constructivist analysis of events surrounding Ruby Ridge, I specifically focus on how reality is constructed through the process of reification. In this research endeavor, I utilize an elaboration of Aho's (1994) steps of reality construction (naming, legitimation, mythmaking, sedimentation, and ritualism) in the understanding of how the situation of Ruby Ridge was constructed. I have integrated these five stages into the chronological events of Ruby Ridge and illustrate how the situation was constructed to be real and how the consequences of crisis management employed by federal law enforcement agencies evolved into reactive state terrorism. In other words, I answer the question-"How could this happen?" / Ph. D.

The public policy towards minimum resale price maintenance (‘RPM’), or vertical price fixing, namely the practice whereby a manufacturer stipulates a retail price floor below which its products are not to be resold, has traditionally been one of the most contentious antitrust issues on both sides of the Atlantic. Economic theory suggests that RPM is capable of producing ambivalent welfare consequences, thus obscuring the intellectual debate as to the optimal antitrust response to the practice. This normative uncertainty is best reflected in the divergent approach taken to RPM under the relevant laws of the United States and the European Union, arguably the world’s two most mature antitrust jurisdictions. In 2007, in its seminal Leegin judgment, the United States Supreme Court abolished the century-old per se ban on vertical price fixing. At the same time, under the European Commission’s recent Guidelines on Vertical Restraints price floors remain subject to a quasi-conclusive presumption of illegality. The purpose of this thesis is to examine whether a more consistent approach through the relaxation of the European Commission’s blanket prohibition on price floors would be feasible and, in effect, desirable. Based on insights from new institutional economics, it will be argued that RPM may on certain occasions be a substitute – however imperfect – for vertical integration, where a merger would be prohibitively costly for the parties, in which case the hierarchical form of organisation will have to be replaced by a hybrid governance structure. Under certain circumstances, a fixed retail profit margin may enhance the self-enforcing range of long-term partnerships governed by relational norms, as well as the manufacturer’s control over distribution by reducing substantially the transaction costs associated with monitoring dealer performance. At the same time, however, the analysis will take into account the various objections to the practice, most notably the horizontal collusion theory, in order to argue that the approach to RPM should in principle be cautious. The discussion will culminate in the proposal for a new, workable analytical framework for the substantive assessment of vertical price fixing under EU competition law, which will be based on a – genuinely – rebuttable presumption of anti-competitive object under Article 101(1) of the Treaty on the Functioning of the European Union.

Purpose: The purpose of this thesis is threefold. First, it carries out an assessment on the extent to which takeovers impact on the interests of employees, suppliers and senior management. Second, the primacy enjoyed by shareholders during takeovers is subject to scrutiny to determine whether their decision making powers can be rightly exercised to the detriment of the target company and its non-shareholding stakeholders post-takeover. This would determine whether calls to reform Rule 21 of the Takeover Code 2013 (the board neutrality rule) are justified. Third, in light of the empirical evidence carried out and findings from two case studies (Corus Steel and Cadbury), two reform proposals (the board-centric model and disenfranchisement of short-term shareholders’ voting rights) are critically examined. The aim is to find the most appropriate way of reforming the board neutrality rule, taking into consideration the opinions of the business community and academics, in order to offer more protection to employees, senior management and creditors’ interests during takeovers. Design/Methodology/Approach: This is a legal study that encompasses theoretical and empirical analysis of takeovers and their relationship with society and the state in a rapidly changing social and commercial landscape. It also assesses the experience of those affected by the process of law, for example employees who may find themselves disadvantaged by the operation of shareholder primacy during takeovers. Legal research has its theoretical and methodological base primarily in social sciences and this is why methodologies used in this study such as case study analysis and theoretical conceptualisations are mainly empirical and social-theoretical. Doctrinal analysis is also relied on when analysing case law and forms part of the wider discussion. Case studies on two formerly British companies (Corus Steel and Cadbury) which were taken over by foreign companies are also used. A case study methodology was selected, after considering all alternative methods, because it traces an event from its initiation until its completion and even beyond, in the process mapping all the important developments. For both Cadbury and Corus, the method helped to highlight how the takeovers impacted on the interests of employees, senior management and suppliers, and the predatory role played by arbitrageurs (short-term investors) during the offer period. Findings: Based on the findings from Cadbury and Corus case studies and the study as a whole, takeovers have an adverse impact on the interests of employees, senior management and suppliers while the target company’s shareholders stand to earn a premium on their shares. A sign of a takeover pulls arbitrageurs to buy the target company’s shares, no matter how inflated, in hope of a takeover deal. Since the decision making powers during takeovers lie in the hands of target company shareholders, they are unlikely to turn down a premium offer, regardless of the impact it may have on the interests of non-shareholding stakeholders such as employees. Both existing empirical studies and case studies on Cadbury and Corus showed that takeovers have a detrimental effect on the interests of non-shareholding stakeholders post-takeover. In light of these findings, two alternative regulatory models were considered: (1) disenfranchisement of short-term shareholders’ voting rights; and (2) adoption of a board-centric model of takeover regulation such as the Delaware model. After critically examining the two models, there was insufficient evidence to justify a fundamental change of UK takeover regulation to either model. A more appropriate solution was to give incentives to shareholders to think and act long-term such as strengthening the stewardship responsibilities under the Stewardship Code 2012. Originality/Value: This study contributes to a growing body of research on shareholder primacy under takeover law by providing empirical evidence on the relationship between takeovers and the impact on the interests of non-shareholding stakeholders. It also examines the role played by short-term shareholders in exercising their decision making powers during the offer period and considers specific reform proposals. This study aims to provoke legal reform that would lead to more protection for non-shareholding stakeholders during takeovers. Thus, this study will inform the academic and business community as well as policy makers in the UK on the impact of takeovers on company constituents post-takeover and the way forward in protecting non-shareholding stakeholders’ interests from potentially harmful takeovers.

This PhD thesis critically surveys vertical territorial and price restraints in the EU and the USA not just from a legal angle, but also from comparative, economic, theoretical and historical perspectives. Different aspects of such comprehensive research assist with tackling the different issues that have occurred in the law of vertical territorial and price restraints while determining its correct approach. This thesis argues against some existing competition policies and principles, such as the objective of the law of vertical territorial and price restraints. It shows that law of vertical territorial and price restraints should protect effective and free competition. Nevertheless, it follows that the object of effective competition is efficiency which is difficult to determine in situations when RPM or VTR is used. Furthermore, the complexity of vertical competition and vertical chains, including relationships, power and market structures, is surveyed. This thesis advocates the existence of vertical competition and further explains that it is bargaining power which should be assessed in RPM and VTR cases and not horizontal market power, which serves the purpose of horizontal rather than vertical competition. The development of the laws of vertical territorial and price restraints including the analysis of relevant and significant cases both in the EU and the USA within a broader historical framework and relevant theories unveil some inconsistencies and uncertainties. This thesis criticises the formalistic approach within traditional anti-competitive theories and the demagogical approach within the majority of pro-competitive theories offering new suggestions and points of view. Although vertical restraints have been part of US antitrust law and EU competition law almost since the beginning of their existence, this thesis reveals that their approaches have been unsettled and continue to develop with contradictory arguments on this issue across the legal, economical, empirical and theoretical scholarly works, which show lack of understanding of vertical competition. Unfortunately, vertical competition has not been acknowledged as the basic framework for vertical restraints in both the EU and US policies and their legislations. Therefore, this thesis concludes with legislative suggestions which better reflect the nature of vertical restraints.

Les relations entre l'État canadien et les Autochtones sont, depuis 1876, principalement régies par la Loi sur les Indiens. Le 9 octobre 2001, le ministre des affaires indiennes et du Nord canadien présente à la Chambre des communes la Loi sur la gouvernance des Premières nations (LGPN), projet de loi qui, d'affirmer le ministre, constitue une politique charnière en droit fédéral canadien. En effet, la LGPN a pour objet de compléter et de modifier la Loi sur les Indiens afin de préparer, selon les dires du ministre, les communautés autochtones à leur éventuelle émancipation politique. Le discours du gouvernement canadien suggère que la LGPN ouvre la voie à la décolonisation du droit fédéral autochtone puisqu'elle rompt avec l'approche coloniale inhérente à la Loi sur les Indiens. Une grande majorité d'Autochtones s'oppose toutefois à l'adoption de ce projet de loi, l'interprétant comme une reconduction de la politique colonialiste fédérale. L'objectif du présent mémoire est de déterminer si la LGPN annonce véritablement la fin des rapports coloniaux entre le gouvernement canadien et les Autochtones ou si, au contraire, elle n'est que l'expression moderne d'une mesure législative colonialiste. Notre analyse se fonde sur une grille d'identification du colonialisme que nous aurons préalablement établie. Après avoir démontré que la Loi sur les Indiens constitue un exemple paradigmatique de colonialisme, nous tenterons de déterminer si la LGPN se distingue véritablement de la Loi sur les Indiens. Nous conclurons que, bien que comportant certaines mesures positives, la LGPN témoigne de 1'hésitation du gouvernement canadien à changer la nature des relations qu'il entretient avec les Autochtones. / Since 1876, relations between Aboriginals and the federal Crown have always been defined by the Indian Act. On October 2001, the First Nations Governance Act (FNGA) was introduced in the House of Commons by the Minister of Indian Affairs and Northem Development. According to the Minister, the bill is pivotaI in seeking to amend and complement the Indian Act in order to prepare Aboriginals for their future political emancipation. The purported purpose of this new policy is to operate a fundamental shift away from the colonial approach ofthe Indian Act. However, the majority of Aboriginals are opposed to the enactment of the bill since, in their view, it only entrenches the colonial approach embraced by the federal govemment's policies. The purpose of this thesis is to determine whether the FNGA will in fact shift away from the colonial approach of the govemment toward Aboriginals or if, on the contrary, is about modemizing colonialism. Our analysis begins with a definition of a framework using indicators to identify colonialism which we will have previously drawn up. Using this framework, we will first demonstrate the colonialist nature of the Indian Act, to then determine whether the FNGA in fact distinguishes itself from the Indian Act. While the FNGA contains sorne steps in a direction of shift away from the colonial approach, it largely reveals that the Canadian govemment still hesitates to change the nature of its relationship with Aboriginals.

The thesis focuses on comparative criminal evidence law and sets out to explore whether it is possible to devise rules of criminal evidence that would suit different jurisdictions. This work should be treated as an exploratory project as it aims to find a suitable approach and then test it using three different rubrics of evidence law – evidence of prior convictions, hearsay evidence and standard of proof. Those rubrics in six different jurisdictions will be examined. The thesis first discusses the mainstream dichotomous approach to comparative criminal procedure and evidence, concluding that the inquisitorial-adversarial distinction has by today lost much of its descriptive power and was never meant to be a normative model. Instead, the author finds that all Western style jurisdictions today are concerned with accurate fact-finding and in order to facilitate accurate fact-finding, should take into consideration the cognitive needs and abilities of fact-finders. Since for the most part human cognition is universally the same, this psychology-based approach can serve as a foundation for evaluating the evidentiary regulation – and unless some extra-epistemic factors prevail, should guide legislatures towards optimizing and unifying their evidentiary regulation. Based on the recent studies in legal psychology, the author offers recommendations that would be workable in all sample jurisdictions. This is in part possible because empirical research tends to debunk often-held beliefs about professional judges being far superior fact-finders immune from the cognitive biases and emotional appeal usually attributed to jurors.

This research aims to contribute to the analysis of the laws and regulations related to remuneration practices. It is also intends to offer recommendations and solutions to the problem of setting levels and Structures of remuneration in Saudi Arabia, an area which is currently neglected despite its importance. Remuneration is a crucial tool in solving the agency problem between shareholders and managers in public companies where the separation of ownership and control exists by providing incentives. However, in Saudi Arabia this practice shows a tendency towards high fixed remuneration and variable remuneration set without any clear links between this and performance, causing variable remuneration to become another salary. Since inadequate laws and regulation have been found to be at least partially responsible for this state of affairs, solving this problem requires careful analysis of the most important jurisdictions which have developed laws and regulations. Thus, the thesis adopts a comparative legal study of the relevant laws and regulations within a descriptive and analytical framework, presenting a detailed discussion of remuneration regulation in the UK, EU and USA. Moreover, informal discussions have been conducted with individuals in the public sectors of the Saudi Arabian Monetary Agency (SAMA) and the Capital Market Authority (CMA), in order to complement the black letter law analysis of the research, by providing a realistic insight into the nature of the challenges in formulating the policy process in Saudi Arabia. Serious flaws and shortcomings were found in the existing law and regulation regarding remuneration in Saudi Arabia, and recommendations for reform of these are provided.

O presente trabalho tem por escopo analisar a aplicabilidade da Lei Federal n. 9.784/99 (Lei de Processo Administrativo Federal LPAF). A partir do exame das expressões doutrinárias do direito e do processo administrativo no Brasil, busca-se investigar a extensão de sua incidência, tendo-se como premissa inicial o fato de a referida Lei representar um verdadeiro quadro ou fonte normativa primordial de ordenação da atuação administrativa, pautando requisitos mínimos para instauração, instrução e decisão relativos à formação e posterior execução da vontade funcional da Administração Pública. Nesse sentido, busca-se discutir a fórmula ou regime geral de incidência da LPAF, tendo como fundamento sua estipulação baseada em normas básicas e sua subsidiariedade em relação às espécies processuais administrativas reguladas por leis específicas. Os critérios legais de aplicabilidade da lei são evidenciados para que se chegue a um escalonamento (ordem de preferência) entre os mesmos, sobretudo a fim de melhor trilhar a extensão da lei entre os entes, entidades e órgãos submetidos a seu quadro normativo. Em vistas disso, o estudo toma como base os caracteres estruturais Administração Pública, alinhando a atividade administrativa e a consequente incidência da LPAF ao quadro de organização administrativa disposto no Anteprojeto de Lei Orgânica da Administração Pública Federal e Entes de Colaboração. Por derradeiro, estuda-se a o alcance federativo da lei, de forma a investigar a possibilidade de sua aplicação e extensão aos entes subnacionais, com a instauração de um patamar de tratamento e atuação unificados perante as diversas facetas e expressões de atividade administrativa em todas as entidades políticas (União, Distrito Federal, Estados e Municípios) / The present work aims to analyze the Federal Law n. 9.784/99 applicability (Federal Administrative Procedure Act, also known, in Brazil, as LPAF). From the examination of brazilian experts expressions about administrative law and administrative procedure law, the study seeks to investigate the extension of the LPAF impact, taking into consideration that this Act represents a primary source of normative ordering of the administrative functions and all the acts and decisions taken and made by the Public Administration. In such scope, the aim is thus to discuss a general formula for the impact of the LPAF, mainly based on its basic rules and principles and its subsidiarity in relation to administrative procedural species regulated by specific Acts. Furthermore, the legal criteria for the applicability of the LPAF are highlighted in order to reach an order of preference between them. From this point, the study sets its focus on the structural character of the Public Administration to investigate the impact of the LPAF aligned to regular administrative activity. For the last, the federal state issue is raised in order to discuss its applicability and the possibility of establishing an unified level of administrative procedures and activities through all the political entities in the Federation (Union, Federal District, States and Municipalities).

O presente trabalho tem por escopo analisar a aplicabilidade da Lei Federal n. 9.784/99 (Lei de Processo Administrativo Federal LPAF). A partir do exame das expressões doutrinárias do direito e do processo administrativo no Brasil, busca-se investigar a extensão de sua incidência, tendo-se como premissa inicial o fato de a referida Lei representar um verdadeiro quadro ou fonte normativa primordial de ordenação da atuação administrativa, pautando requisitos mínimos para instauração, instrução e decisão relativos à formação e posterior execução da vontade funcional da Administração Pública. Nesse sentido, busca-se discutir a fórmula ou regime geral de incidência da LPAF, tendo como fundamento sua estipulação baseada em normas básicas e sua subsidiariedade em relação às espécies processuais administrativas reguladas por leis específicas. Os critérios legais de aplicabilidade da lei são evidenciados para que se chegue a um escalonamento (ordem de preferência) entre os mesmos, sobretudo a fim de melhor trilhar a extensão da lei entre os entes, entidades e órgãos submetidos a seu quadro normativo. Em vistas disso, o estudo toma como base os caracteres estruturais Administração Pública, alinhando a atividade administrativa e a consequente incidência da LPAF ao quadro de organização administrativa disposto no Anteprojeto de Lei Orgânica da Administração Pública Federal e Entes de Colaboração. Por derradeiro, estuda-se a o alcance federativo da lei, de forma a investigar a possibilidade de sua aplicação e extensão aos entes subnacionais, com a instauração de um patamar de tratamento e atuação unificados perante as diversas facetas e expressões de atividade administrativa em todas as entidades políticas (União, Distrito Federal, Estados e Municípios) / The present work aims to analyze the Federal Law n. 9.784/99 applicability (Federal Administrative Procedure Act, also known, in Brazil, as LPAF). From the examination of brazilian experts expressions about administrative law and administrative procedure law, the study seeks to investigate the extension of the LPAF impact, taking into consideration that this Act represents a primary source of normative ordering of the administrative functions and all the acts and decisions taken and made by the Public Administration. In such scope, the aim is thus to discuss a general formula for the impact of the LPAF, mainly based on its basic rules and principles and its subsidiarity in relation to administrative procedural species regulated by specific Acts. Furthermore, the legal criteria for the applicability of the LPAF are highlighted in order to reach an order of preference between them. From this point, the study sets its focus on the structural character of the Public Administration to investigate the impact of the LPAF aligned to regular administrative activity. For the last, the federal state issue is raised in order to discuss its applicability and the possibility of establishing an unified level of administrative procedures and activities through all the political entities in the Federation (Union, Federal District, States and Municipalities).

The Supreme Court of the United States consented in its Empagran decision that the foreign antitrust injury that is in a dependency relationship with anticompetitive effects (antitrust injury) in the U.S. is to be litigated before the U.S. courts. Since this decision antitrust law litigation in an international context does not depend merely on anticompetitive effects in the U.S., but also on the relationship between anticompetitive effect and (foreign) private antitrust injury. This is something that was not present in pre-Empagran cases. The Supreme Court did not provide conditions on the basis of which the relationship between anticompetitive effects and private antitrust injury could be classified as one of dependency. This means that the Supreme Court left the determination of these conditions to lower U.S. courts. The lower U.S. courts, instead of attempting to determine these conditions, have made foreign private antitrust injury even more difficult to litigate before the U.S. courts. There are three factors that contributed to this development in U.S. case law: the understanding of the Empagran litigation; the understanding of the nature of the international context, and U.S. courts taking a pro-active role in delivering their decisions for which the reasoning is difficult to understand. The greatest obstacle that post-Empagran U.S. courts have placed in front of private antitrust litigants is the requirement that instead of ‘dependency connection’ there should be ‘direct causation’ between anticompetitive effects in the U.S. and litigated (foreign) private antitrust injury. This thesis considers the existing theoretical and practical problems of the current analytical framework under which antitrust violation is analysed in an international context. The thesis introduces the new legal concept of a ‘transborder standard’. This is necessitated by the starting position of this thesis that a factual situation under adjudication cannot be only either ‘domestic’ or ‘foreign’, but can also be ‘transborder’. The introduction of the transborder standard to the existing theoretical framework enables (and requires) the analysis of the factual situation under adjudication in its integrity, bearing in mind also the purpose of private antitrust law enforcement and the right of private parties to be compensated for suffered antitrust injury. The transborder standard provides a framework to analyse antitrust claims brought before the U.S. courts by those private parties who satisfy their private antitrust injury outside the U.S. At the same time, the transborder standard does not enable private litigants to take advantage of simultaneous antitrust litigation before U.S. courts and the courts of non-U.S. countries. ‘Transborder standard’ is a new legal concept. Nevertheless, the existing system of U.S. antitrust law enforcement does support it and, consequently, the transborder standard can be directly applied.