This thesis addresses the problem of environmental degradation and human rights abuses by Multinational Corporations (MNCs) operating in developing markets, which has been attributed to the difficulty in regulating modern MNCs. Three main factors that create the environment for corporate impunity for human rights and environmental abuse in developing markets as identified by current scholarship are the mismatch between the modern corporate structure and the rules of corporate law, the insensitivity of the governments of developing markets to the plight of human rights victims, and the general lack of access to judicial and administrative remedies. However, even though the current corporate legal architecture is one of the factors that contribute to corporate human rights and environmental regulatory challenge, emerging regulatory initiatives that seek to address the problem do not consider corporate law reform as one of the options that could resolve the challenge. This thesis challenges the current scholarship and regulatory focus on remedial solution to the problem and investigates existing regimes. This investigation focuses on two areas. First, it focuses on international human rights law and international environmental law, and, secondly, on the legal and regulatory regimes concerned with the corporation, human rights and the environment in Nigeria and selected major developed market jurisdictions. The thesis identifies the current procedures for applying international norms to MNCs as the major problem with the international regimes, and the weak and inefficient enforcement infrastructure in Nigeria and other developing markets as the major problem with holding MNCs accountable for human rights and environmental abuses in developing markets. As a result, the thesis argues that the regulatory challenge could be addressed by focusing on MNC activities at the national level, and suggests a shift from the remedial focus of the current regimes to a preventative approach. The thesis proposes a review of the corporate legal architecture to incorporate the group that is most affected by corporate externalities into corporate boards because that is where the decisions that generate the abuses are made. The thesis concludes with a blueprint for the proposed structure which is aimed at promoting responsible human rights and environmental friendly decision-making as a means of injecting human rights responsibility into corporate decision making, and addressing the problem of corporate human rights and environmental abuses, especially in developing markets.

This thesis presents three essays on intellectual property and the managerial aspect of its protection end exploitation. The first essay provides a systematic review of the empirical trademark literature with the goal to develop a framework that brings together different research streams. Despite its relative youth, this field of scholarly inquiry has already accumulated a critical mass of contributions that allow us to draw initial conclusions about the trademark lifecycle and its multifaceted impact on organisational functioning. Based on a systematic review of 64 academic papers containing some elements of empirical trademark analysis, five broad research areas have been identified, namely: the determinants of trademark deposits; the role of trademarks in differentiating product offerings; the relationship between trademarks and innovation activities; the strategic use of trademarks; and the impact of trademarks on firm performance. Overall, the analysis reveals that the performance-based perspective currently dominates the research landscape, with studies on trademark deposits and the trademark-innovation link to follow. At the same time, there is still relatively little known about the micro-foundations of a firm's trademarking behaviour; the complementary use of trademarks and other intellectual property rights, including its effect on value transference; and the performance implications of different trademark strategies. This essay accounts for these and other findings to outline directions for future research. The second essay focuses on the managerial aspects of intellectual property strategy. Often scholars refer to intellectual property protection as an auxiliary concept that assists in building up or proving an argument about the innovation process. By contrast, this research focuses on intellectual property strategy per se, placing specific emphasis on its managerial dimension. It adopts the upper echelons approach to examine the extent to which CEO characteristics contribute towards the variance in patent and trademark applications. Guided by the resource-based view of the firm, it suggests three areas of resource expertise – legal, scientific, and business – each of which is likely to have a distinct influence on how the chief executive perceives and subsequently responds to intellectual property issues. This proposition is further extended by incorporating the possession of general skills and the moderating role of proactive personality in the overall conceptual framework. The empirical analysis of a sample of 848 CEOs in 261 U.S. publicly-traded companies over the period 1992-2013 generally confirms the contention that executive characteristics are an important determinant for predicting the outcomes of intellectual property strategy. As such, the study reinforces the ongoing academic debate on the need to account for the managerial aspect when considering the strategic decision processes. The third essay offers an extensive analysis of how executive demography affects differentiation strategy. Previous studies of competitive strategy have provided some support for aligning CEO personality traits with product differentiation. This essay suggests further refinement of these findings and extends them by considering a wider range of managerial characteristics proposed in subsequent research. By integrating the upper echelons perspective with the hierarchical view of strategy, this work also draws attention to channels through which chief executives influence organisational outcomes. It particularly argues that along with direct involvement, decisions made by the CEO regarding corporate strategy will affect the extent of product differentiation, too. The empirical testing is based on a sample of 821 chief executives in 259 U.S. publicly traded companies over the period 1992-2013. Using trademarks to measure product differentiability, this research has demonstrated that executive tenure, age, education, functional experience, monetary incentives, CEO duality, and the founder and owner statuses – all this is statistically significant for explaining variations in differentiation strategy across companies, even after when firm and industry-specific effects are controlled for. Furthermore, it has also been shown that chief executives leverage different characteristics, depending on the type of involvement and the strategy level at which they make decisions. By confirming CEO biases that guide product differentiation, this research also contributes to the broader discussion on the importance of accounting for human interpretation in the strategy making process.

This thesis argues that the interaction between copyright and human rights must be understood in the pitch of protecting an author’s moral and material interests. The implications of such an understanding has been analysed in three interrelated areas. One is the justification of copyright through different theories and how this can be connected to the principles of a modern conception of natural law. This has demonstrated that copyright responds to principles based on democracy, freedom of expression and equal rights of participation in the life of society. By protecting the author, society finds a mechanism that guarantees the diversity and dissemination of thoughts. Here is suggested that a concept of author should respond to the human potentiality of creativity as mean for free participation in the life of society. The second area of analysis of author’s rights is the comparative study of legislation, case law and doctrine in the mechanisms that Mexico, Argentina, Colombia, the US, the UK and Spain produce to the protection of the author. This has implied also the study of how some of those countries that have developed a constitutional structure protecting author’s interests within the understanding of the role that such a protection plays in the construction of a knowledge-based society. The study led to finding that those mechanisms related to the regulation of the contractual relationship between authors and producers are the most important for protecting author’s interests. There, the problem is to what extent the law can limit freedom of contract towards the protection of author’s interests. The international dimension of this problem shows that the narrative of protecting the author has been present in the discussion towards the construction of a universal copyright system. Such an aim of universalisation is coherent with the introduction of author’s rights in the structure of human rights, as for example in the ICESCR. The problem of regulating freedom of contract has been part of the discussions of international instruments recently in the texts of the US-Chile FTA and the TPP. It has been also considered in the recent proposal of EU Directive for Copyright in the Digital Market. However, the challenge is if a principle of protecting author's autonomy, dignity and freedom of creation which would limit freedom of contract in copyright could be reflected in an international instrument. The conclusion is that protecting the author requires attention and legal action, and that there are mechanisms at hand for such a purpose, which would add coherence to the interaction between copyright and human rights.

This thesis considers the extent to which ‘fraud unravels all’ explains the judicial response to fraudulent marine insurance claims and fraud in documentary credit transactions. The simplicity of the maxim suggests that fraud does not unduly trouble the courts and gives the impression of a uniform and deterrent approach to fraud within the civil law. The comparison made in this thesis demonstrates this impression to be misleading; the courts have conceived of fraud differently and have employed context-specific policy concerns to justify the shape of each fraud rule. The insurance discussions are dominated by deterrence with legal sanctions placed at the heart of the model. By contrast, the trade finance courts adopt a more laissez-faire attitude which prioritises the efficiency of the credit mechanism and considers deterrence an ex ante issue for the parties. Accordingly, this thesis examines the respective policy justifications and considers their continued validity in light of comparative and empirical evidence. In the insurance context, it is argued that the judicial understanding of deterrence is outdated which renders the resulting legal rule ineffective. An examination of approaches to fraud in other jurisdictions then demonstrates the possibility of constructing a more nuanced remedial framework which would balance the competing policy considerations of deterrence and proportionality. The documentary credit discussion contends that the narrow English approach to fraud is not an inevitable policy decision and moreover, has resulted in detrimental consequences for the credit mechanism. It employs empirical data to develop an explanation of deterrence for the duration of credit transactions. In both contexts, these arguments have important implications for the future development of the law. In summary, this research undermines the utility of ‘fraud unravels all’ and calls instead for courts and academics to resist instinctively attractive solutions in favour of a robust, empirically-informed approach to fraud.

This thesis is an examination of the way dominance and monopoly are assessed in the EU and US antitrust law. In particular, it focuses on the two main factors which, in the view of this thesis, may play an important role in the application of antitrust rules. These factors are a firm’s size and bigness. With the main focus on these two factors, this thesis assesses whether the EU Commission holds an antagonistic approach to dominant firms as a way to promote consumer welfare and economic efficiency which are the main aims of antitrust law. As a matter of comparison, this thesis similarly considers the US approach to firms in a monopolistic position. This research is inclined to believe that ‘size’ and ‘bigness’ make a firm large in the context of antitrust law. Size is defined by the number of market shares a firm has in a relevant market. Bigness, on the other hand, is defined by a non-exhaustive list of all commercial and technological advantages a firm has over its rivals. Both elements, therefore, constitute dominance and monopoly, and place a firm into a privileged position over its competitors. The belief that dominant firms are inherently detrimental to the primary goals of antitrust may itself harm consumer welfare and economic efficiencies. This is explained by the fact that large firms have access to more resources which may be necessary for some industries. The obstacles for their growth may lead to the stagnation in the progression of markets which, in turn, will be reflected on the consumers and economy. Despite this being a common concern of various stakeholders, the Commission and the EU courts set low market share thresholds in order to measure a firm’s size and admit all firm’s privileges into the definition of a dominant position. It creates an impression that dominant firms are not welcomed in the EU internal market. US antitrust law, on the other hand, appears to have a less strict approach to firms in a monopolistic position by allowing firms to grow as long as there is no illegality behind it. The US market share threshold is much higher than in the EU and it has an almost complete disregard of a firm’s privileges and advantages. This thesis, therefore, came to the conclusion that EU competition law has a strong distrust toward dominant firms, whilst US antitrust law holds a neutral position. This research then proceeds to find an explanation of such a disparity between two leading antitrust regimes.

This project develops a theory of a-legal space as a political strategy. A-legal space refers to the space created by initiatives which assume a quasi-legal or quasi-institutional form without any official basis, or where they exceed their recognized institutional basis. Examples include peoples’ tribunals such as the World Tribunal on Iraq, in which the US and UK governments were tried for war crimes in Iraq; the Aboriginal Tent Embassy where aboriginal activists protesting for land rights erected tents outside the Australian Parliament and declared it an embassy; and unauthorized referenda such as the first Catalan independence referendum in 2009. The use of a-legal space is an under-studied and un-theorised tactic employed with increasing regularity by social movement, civil society, and sometimes, state and sub-state actors. The project explores several case studies from Latin America including the Bolivian based International Tribunal on Climate Justice; an unofficial recall referendum on Venezuelan President Carlos Andrés Pérez in 1992; an unauthorized ballot organized by the Colombian student movement in which two million people participated and led to the creation of Colombia’s Constituent Assembly; and Honduran President Zelaya’s planned non-binding poll in 2009 which led to his removal in a coup. It is argued that the use of a-legal space is a discursive strategy whereby actors imagine, legitimate and being to institutionalize a counter-hegemonic order. Specifically, a-legal initiatives have the potential to create ‘tipping events’ which shift the political grammar and open up new political possibilities.

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?

The purpose of the thesis is to critically analyse the current legal forms of mens rea which are shared by common law and statute, namely intention, recklessness, malice, negligence and strict liability. I shall argue that the current concepts are (i) inadequate since they lack conceptual clarity, consistency and cohesion; (ii) that the concepts of intention and recklessness lack terminological consistency since their parameters extend to states of mind which properly belong elsewhere and (iii) that they are unable to draw out significant moral distinctions in moral culpability with which agents perpetrate criminal offences. The major cause for the inadequacies of the present structure lies in the number of mental states which constitute mens rea at current law. They are so few that judges have seen fit to manipulate the contours to serve the needs of justice in the cases. This has led to considerable conceptual and terminological confusion both within and between the concepts. But the major failing of the current structure of mens rea, rooted in the same cause, is that it does not sufficiently draw out significant differences in moral status between agents who perpetrate harm. It fails to do this in two ways. First, the concepts of intention, recklesness and negligence are broad in their scope so that each includes a fairly wide area of moral turpitude. Second, where a particular offence admits more than one form of mens rea the conviction does not discriminate between the various requisite mental states and thus denies accurate ascriptions of moral culpability over a large area of mental attitude toward proscribed harm. I shall offer a new structure of wens rea which would be constituted by (i) direct intention, (ii) comcomitant intention, (iii) purpose, (iv) objective, (v) gross recklessness, (vi) simple recklessness, (vii) gross negligence and (viii) simple negligence. I shall argue that the proposed structure is preferable since the more sophisticated set of fault terms would be (1) conceptually clear, consistent and coherent, (ii) would be more terminologically consistent and (iii) would more clearly express the moral status of the agent in each case concerning the harm brought about by him. I shall demonstrate that the proposed structure is more able to express differences in moral culpability because (i) the more sophisticated set of mens rea terms would provide a better gradation in moral fault and (ii) it would be a requirement of the proposed structure of mens rea that the court or jury determine the precise mental state with which the agent perpetrates a criminal offence and that mental state would be recorded with the conviction.

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