Thesis (doctoral)--Universität Jena.

Thesis (J.S.D.)--University of Illinois at Urbana-Champaign, 2008. / Source: Dissertation Abstracts International, Volume: 69-11, Section: A, page: 4476. Adviser: Cynthia A. Williams. Includes bibliographical references (leaves 190-201) Available on microfilm from Pro Quest Information and Learning.

One of the major economic themes which characterised the development of modern company law was the well-documented separation of ownership from control and the increase in management control brought about by the wide dispersion of share ownership in large public companies.The growth and complexity of the modern corporation with diversified ownership created the need for governance mechanisms to facilitate the monitoring of managers and to restrain them from acting inappropriately, while not unduly restricting their ability to make decisions. The issue of corporate governance has been fiercely debated in both the US and the UK for several decades. The impact of globalisation and the recent financial crises in East Asia and elsewhere have spurred on corporate governance reform, which is now being implemented in many jurisdictions around the world. In recent years, China appears to have adopted some of the basic corporate governance structures of the Anglo-American system. However, little comparative empirical work has so far been undertaken to document systemic differences in ownership structures, institutional arrangement and legal rules betweenthe current Chinese corporate governance system and the systems in the UK and the US, or to determine how a corporate governance regime can best be designed to overcome the agency problems created by the separation of ownership from control in the Chinese context. In this thesis, we investigate the characteristics of China's corporate ownership structure and assess how effective shareholders are in monitoring directors' activities; we examine how boards are structured and function to ensure the efficient running of the company; and we consider the legal duties imposed on directors and how these duties are enforced in China, drawing comparisons and contrasts with the UK. Also, given the distinctive features of the Chinese corporate governance system, we estimate a regression model to investigate the relationship between corporate governance and corporate performance in China. Our results indicate that the weakness of the Chinese corporate governance system is not only a consequence of the concentrated state-ownership structure. This weakness is also in part due to the ineffectiveness of internal monitoring rules, inadequate/incomplete law and poor law enforcement. Finally, we provide some suggestions for the Chinese government to improve the Chinese corporate governance system.

This thesis addresses the theoretical and legal foundations for choice of corporate law in the European Union. In particular, it evaluates the contractarian approach to choice of law, which has become the dominant paradigm. When contractual principle is viewed in its fullest form, it is found that corporate choice of law could be restricted for similar reasons to those which justify limitations to party autonomy in contractual choice of law. What is more, economic arguments for party autonomy should be refined in view of the fact that corporate legal theory is unsettled. Indeed, different views about the economic nature of companies are accounted for in State practice. Having rejected dogmatic approaches to the private international law of companies, it is then found that the EU Treaties contain contradictory signals about the place of party autonomy in choice of corporate law. The lack of clarity in the Treaties and lack of legislative progress has necessitated recourse to the European Court of Justice. The Court has, generally, adopted an interpretation of the Treaty which furthered economic integration. However, the judgments reveal numerous inconsistencies, and the law is in a constant state of flux. Added to the fact that the EU’s legislation is less permissive than the Court’s judgments, the law lacks clarity. Legislation is therefore needed. It is suggested that future legislation should entrench a degree of autonomy, but should also account for the fact that States differ on the goals of companies. While the law of the State of incorporation should govern all matters relating to the company’s internal law, European law should bind the Member State in which a company is established to require pseudo-foreign companies to incorporate norms of the State of its real seat in their statutes. This could be supported through the use of information technology solutions which have been pioneered in other fora.

The thesis assesses the causes and implications of Turkey's alignment with European Union (EU) policies and institutions in the areas of technical legislation (TL) and antitrust between 1996 and 2010. It argues that EU conditionality, based on the promise of positive rewards such as full membership, largely accounts for Turkey's high record in adopting EU policies and institutions in both areas, in rational-institutionalist fashion. This is because, in welldefined periods, the Turkish government deemed EU conditionality credible enough to walTant major adoption activities. However, regarding TL, EU-related domestic utility considerations (DUCs) played a crucial pali in suppOliing the development of the implementation and to some extent the enforcement dimensions. In antitrust, adoption and enforcement were also crucially suppOlied by non-EU factors, not least the regulatory drive that followed the 2000-2001 financial crises. By contrast, social-constructivist EU-related factors only played a marginal role with regard to adoption, implementation and enforcement. To avoid a bias toward EU explanations, I use counterfactual thought experiments, and compare each positive case with a negative case, where alignment is very low. My negative cases are mutual recognition and state aid. The study reveals the purchase of DUCs in countries where the credibility of EU conditionality is problematic, such as Turkey. It demonstrates that different explanatory models may account for alignment in one policy area, depending on the dimension considered. Turkey's alignment has domestic and external implications. Domestically, although Turkey made important steps towards the idealtype of the EU-style regulatory state in both areas, the transfOlmation was largely reactive, and remained incomplete. Externally, Turkey's alignment scenario, as well as both policy areas' intrinsic characteristics, imply that Mediterranean partner countries' prospects for comprehensive regulatory convergence with the EU are weak. The study relies on primary and secondary sources, non-structured interviews, and extensive fieldwork.

Thesis (doctoral)--Universität Jena.

Thesis (doctoral)--Universität, Würzburg, 2008. / Includes bibliographical references and register.

The aim of this research is to investigate the phenomenon of business method patents in Europe. Not only the issue of patentability of business methods is discussed, but also the possible strategic use of these patents and patent applications is explored. For this purpose, a data set has been specifically created, including all the applications submitted in the class G06Q (namely data processing systems or methods, specially adapted for administrative, commercial, financial, managerial, supervision or forecasting purpose) at the EPO. A quantitative analysis of the data has been performed, revealing the huge volume of business method patent applications (more than 34,000) filed at the EPO over the last 20 years. Equally, a continued interest of large companies in patenting business methods has been demonstrated. However, these empirical observations seem to be inconsistent with both the legal framework (most notably Article 52 EPC 2000 establishes that business methods are not patentable) and the low rate of acceptance of applications (only a small fraction of patents have eventually been granted) in the category of business methods at the EPO. All of this supports the hypothesis that firm demand for business method patent protection can be driven by strategic purposes, often resulting in inefficiencies in the market and reducing in competition. Hence, the research presented intends to highlight overcoming inefficiencies, as well as possible antidotes provided by the EU competition law. On this purpose, some of the common practices, such as hold-up or tacit collusion, are identified. At the same time, the beneficial effects of mutual licensing agreements are highlighted. In particular, the research examines the European legal framework on the technology transfer agreements. Their effectiveness in contrasting business method patents' strategic uses is analysed, particularly regarding reduction on competition. Based on this, the thesis argues ultimately that a wider opening in granting patent protection to business methods will not result in discouraging new entries in the field.

The thesis asks whether there is a role for competition law and policy in the music industries. It is argued that there is a need for updated competition policy in order to safeguard both end consumer welfare and the competitive process in these markets, characterised by fast-paced developments and business model innovation. Indeed, the past two decades saw the music industries undergo seismic changes, as even the term 'music industries' was not in use as such before the advent of the internet era and the decline in sales of recordings in physical format. Soon it became obvious that the traditional music industry's end consumers had chosen to migrate to alternative methods of consumption, complementing and substituting between several products for music, such as the digital format, the live concert ticket, and the overall 'music experience'. End consumers chose to completely by-pass the product on offer, meaning the recording of popular music in physical format, as provided top-down by a few multinational record companies, which the thesis identifies as an oligonomy. As alternative business models emerged in the music industries, the members of the oligonomy became followers of end consumer demand, remaining stuck in their notion that the end consumer remains the passive, mass market. Addressing this era as an era of market failure helps to identify the role of the end consumer within the business model of the music industry and to understand emerging trends and patterns in the music industries. Indeed, technological and copyright developments in the late nineteenth century enabled the hardware industries to morph into the recorded music industry, operating under the same business model of copyright exploitation. It follows that the market deriving from this business model is a market prone to monopolisation, resulting in a homogeneous product, designed and delivered top-down to the mass market. The resulting product was not only foreclosed by the few members of the oligonomy, but the operating business model made it impossible for the competition authorities to justify concerns. When the technology allowed for it, the creeping market failure came to the limelight and the end consumer started by-passing the oligonomy to gain access to the foreclosed content, generating consumer demand-driven business models. This translated into business model innovation. To illustrate, the thesis investigates the trial-and-error relationship between the competition authorities of the US, the EU, the UK and the old business model, addressing the failure to appreciate the bottleneck around the creative output that was being created, and the need to safeguard consumer welfare. To compare, the thesis also examines cases in the new business model era, observing the stance of competition authorities towards consumer demand generated business models. The thesis concludes with the affirmation of the need to design welfare enhancing competition policy, which places the end consumer in the forefront. To achieve this, the thesis proposes the consultation of the relevant business model literature.

Thesis (Ph.D.)--University of Illinois at Urbana-Champaign, 2006. / Source: Dissertation Abstracts International, Volume: 67-07, Section: A, page: 2478. Adviser: Reginald J. Alston. Includes bibliographical references (leaves 123-130) Available on microfilm from Pro Quest Information and Learning.