Collaborative governance and the delegation of tasks to independent agencies are among the most important governance trends in recent years. However, these trends have given rise to separate literatures that do not engage with each other. Research on collaborative governance shows the complexity of accountability relations and uncovers the factors that undermine accountability. However, it fails to consider some relevant findings from research on 'agencification' that should be incorporated into its research agenda. Governance scholars should consider more thoughtfully that, for a variety of reasons, accountability holders may be less watchful than expected, but also that accountable behavior can be more attractive than expected, again for diverse reasons. Policy-makers' strategies for avoiding accountability have been emphasized, but to advance the understanding of real-world accountability processes, we must consider that control deficits can be caused by the passivity of accountability 'forums', while policy-makers may find their accountability valuable.
Abstract This article scrutinizes the new harmonized regime of creditor protection in cross-border mergers under Art. 126 b of Directive 2019/2121. The risks that creditors face at a cross-border merger revealed the need for harmonization. The previous regime based on old Art. 121(2) of Directive 2017/1132 together with old Art. 121(1)(b) of Directive 2017/1132 referred to national law with regard to the protection of creditors in cross-border mergers, which resulted in legal diversity at EU level. The new harmonized rules are analyzed. More specifically, this article examines creditor protection through the disclosure of the solvency declaration and the common draft terms of the cross-border merger and creditor protection through the possibility of dissatisfied creditors to apply for adequate safeguards. The argument that other national law mechanisms of general company law or civil law are available in parallel with the special harmonized provisions on protection of creditors of Art. 126 b could be underpinned by the application by analogy of the findings of the CJEU in I.G.I. Srl. Various other aspects of creditor protection are examined, such as the notion of creditor and the rebuttable presumption of Art. 126b(3) of the Proposed Directive. Additionally, a few proposals to Member States for the implementation of the new provisions of creditor protection in cross-border mergers are discussed. Some future perspectives on the possibility of full harmonization in this area and a few concluding remarks are inferred.
If our worlds are unimaginable, or, ironically, perhaps even unsustainable without anthropogenic chemicals, what does it mean to live and navigate the toxic regime, this historical moment where human-made substances are so entangled with ecologies and societies that a clean up and an 'after' to our polluted worlds is almost unthinkable? Anthropogenic chemicals are produced and used at such scale that humans need a tremendous scale of alternative chemicals to replace them. Scale, the organising principle of growth, is the source of ecological degradation and, simultaneously, is a necessary component of many remediation attempts. As life is becoming more and more chemical, chemical practice is gradually becoming conscious of its flagrant disregard of its own ecological boundaries. The attempt to restore a holistic experience of ecology shapes many current attempts to develop alternative chemical practices. When chemical practice becomes obliged by ecology to respond to the environmental crisis, the search for a different approach to scale emerges. With obligation comes the quest for reparation, both as repair and as compensation for the social and ecological damage done.
This article aims at analyzing the new harmonized rules for the protection of shareholders in cross-border mergers. The new Art. 126 a of Directive 2019/2121 introduced for the first time harmonized provisions on the protection of shareholders in cross-border mergers. After a brief discussion of the previous regime, the rights of the new harmonized legal framework of shareholders' protection under Art. 126 a of Directive 2019/2121 are scrutinized: the right of dissenting minority shareholders to dispose of their shares for adequate cash compensation (exit right), the right to claim additional cash compensation in case of an inadequate initial cash compensation and the right to challenge the share exchange ratio and to claim a cash payment. The minimum harmonization nature of the protection of shareholders in cross-border mergers is also scrutinized. Additionally, this article discusses the status of national law mechanisms for the protection of shareholders after the adoption of new Art. 126 a of Directive 2019/2121. Another interesting issue is the right balance between the effective protection of shareholders and the facilitation of the process of cross-border mergers. There are also some interesting questions for consideration. A few concluding remarks are deduced.
In: published in Julien Chaisse, Ję;drzej Gó;rski and Dini Sejko (;eds.); Regulation of State-Controlled Enterprises:; An Interdisciplinary and Comparative Examination, 2022, Springer, pp. 223-270.
Abstract The European Social Charter has recently received increased attention due to the evolution of its monitoring mechanism and the need to address a multitude of contemporary challenges to socio-economic rights. Although the treaty's preamble has played a crucial role in the interpretation of substantive provisions and in shaping state obligations, little attention has been paid to the way in which the preamble has defined the fundamental lines of the 'jurisprudence' of the Charter's monitoring body. The European Committee of Social Rights has deduced from the Charter's preamble several important general principles for the protection of socio-economic rights, on which it grounds its interpretation. This article analyses these principles and evaluates their effects in the relevant practice. The findings suggest that the Charter's preamble serves different purposes and performs multiple functions in international law, thus challenging the common assumption that human rights treaty preambles are empty phrases of a merely ceremonial nature.