This book introduces and develops the paradigm of the organisational contract in European contract law. Suggesting that a more radical distinction should be made between contracts which regulate single or spot exchanges and contracts that organize complex economic activities without creating a new legal entity, the book argues that this distinction goes beyond that between spot and relational contracts because it focuses on the organizational dimension of contracting and its governance features. Divided into six parts, the volume brings together a group of internationally renowned experts to examine the structure of long-term contractual cooperation; networks of contracts; knowledge exchange in long-term contractual cooperation; remedies and specific governance rules in long-term relationships; and the move towards legislation. The book will be of value to academics and researchers in the areas of private law, economic theory and sociology of law, and organizational theory. It will also be a useful resource for practitioners working in international contract law and international business transaction law.

New Private Law Theory opens a new pathway to private law theory through a pluralistic approach. Such a theory needs a broad and stable foundation, which the authors have built here through a canon of nearly seventy texts of reference. This book brings these different texts from different disciplines into conversation with each other, grouping them around central questions of private law and at the same time integrating them with the legal doctrinal analysis of example cases. This book will be accessible to both experienced and early career scholars working on private law.

Two major developments in European Private and European Business Law come together when we speak about "Constitutional Values and European Contract Law". European Contract Law has become extreme¬ly dynamic over the last 10 years, both in substance and perspec¬tive: all core areas are considered now in legal science and in EC legislation, and there are even the prospects of some kind of codification. On the other hand, constitutional values and their impact on private law have been an issue of high concern in major Member States over decades, namely Italy and Germany, but as well the Netherlands - hence the strong presence of scholars and practising lawyers from these countries in this book. Constitutional values have, however, found their way to the EC level and the national discussions have inspired a European one, with three core values discussed: Fundamental Freedoms, fundamental rights and constitutional system building principles- such as the social welfare state or the rule of law. Their impact on private law can be sensed nowadays quite considerably also on the European level. These fundamental values are often seen as the ingredient, which renders European Private Law, namely European Contract Law, more responsive to social values or more "humane". For all these reasons, the book combines comparative law, EC Law and interdisciplinary approaches to the question "Constitutional Values and European Contract Law". Outstanding scholars from six Member States and beyond - quite a few also practising lawyers - discuss the issue and do so for the first time on such a broad and all-encompassing basis.

The European Banking Union forms the answer of the EU to the global financial crisis, strongly increasing own funds basis for more robust credit institutions, installing a recovery and resolution regime with strong planning and preventive measures and opting for the supervisory with the broadest reach, the European Central Bank. The first part of the book – after the design of the overall architecture and a clarification of the main policy lines and theoretical underpinnings – describes the main features of this regime. It does so in particular for recovery tools and their conceptual novelty, focusing on private claims within the regime, namely within deposit guarantee schemes and for liability of supervisory authorities. The main question asked in the volume is, however, in what respects this new regime changed European Contract Law. The answer is two-fold, and this is the focus of the still more extensive second part. The first answer is that the main thrust – stability first and no socialization of costs and privatization of gains – constitutes a novel approach, a clear dedication to the prevalence of the public good. This is a thrust, which – with corporate social responsibility, responsibility driven lending and similar – will become the main development in the 2010s and 2020s. One can speak of a green-box approach that establishes clear firm-holds within an area characterized by autonomous choice (‘free markets’, including the Internal Market). The second answer is more multi-faceted. The range of possibilities of private party claims and participation rights rises enormously – as it did before in other regulatory areas, namely in competition law with intervention of the CJEU and the EU legislature. This ranges from credit institutions themselves more actively contributing to best practices and self-regulation, to claims of private parties (creditors, customers) against credit-institutions not complying with the regulatory regime, and finally enhanced procedures for enforcement by private parties (as private advocates general). The volume closes with a case study of the Foreign Currency Loans crisis, namely in Central Europe, which may also become a huge test case for the new architecture, but at least raises parallel questions. With Contributions by Esther Arroyo (Universitat de Barcelona), Alessandra De Aldisio (Senior advisor Banca d'Italia), Nikolai Badenhoop (Leibniz Institute for Financial Research SAFE Frankfurt), Ewa Baginska (University of Gdansk), François Barrière (University of Lumière Lyon II), Stefan Grundmann (Humboldt-University), Carlo Lanfranchi (Banca d'Italia), Moritz Renner (University of Mannheim), Michael Schillig (King’s College London), Pietro Sirena (Bocconi University) and Piotr Tereszkiewiecz (Jagellonian University).

Now available in paperback Over the last decade, European company law has been re-written completely. Virtually no EU measure remained unchanged and most of them have undergone fundamental reform. This is astonishing since almost half of these measures only came into existence after the turn of the millennium. In the last five years, 'modern' European company law has been characterized by a strong foundation of accounting law, i.e. the basic information scheme in international models (IFRS); the practicability and reality of cross-border mobility in its different types; the considerable success of European company types, namely in the form of the European Company which has been adopted by many blue chip companies; and, finally, by governance, the latter also experiencing a remarkable renaissance of shareholders' rights, namely voting right schemes. In times of crisis, this is the equipment with which challenges have to be met. This book discusses the EC/EU law, including all instruments through which it is transposed into the national law systems. However, where no EC/EU law exists, a comparative law discussion and policy aspects, namely law and economics, fill the gaps. The whole organism of (limited liability) company law is thus covered. In addition to organization, accounting, finance, and the closely related capital market law European Company Law covers the cornerstones of EC/EU corporate tax and insolvency law. This broad scientific perspective of the 'European' in company law remains unique. It will be of great value to top-level practice and highly-ranked policy discussions. (Series: ?Ius Communitatis, Vol. 1) Subject: Company Law, European Law, Competition Law

General clauses or standards (Generalklauseln, clauses generales) are legal rules which are not precisely formulated, terms and concepts which in fact do not even have a clear core. They are often applied in varying degrees in various legal systems to a rather wide range of contract cases when certain issues arise issues such as abuse of rights, unfairness, good faith, fairness of duty or loyalty or honesty, duty of care, and other such contract terms not lending themselves readily to clear or permanent definition. Here for the first time is a systematic discussion of this kind of rule in the evolving and dynamic context of European contract law. A collection of twelve insightful essays by leading European law authorities, the book is based on a conference organized jointly by the Society of European Contract Law (SECOLA) and l'association Henri Capitant, held in the `grande salle' of the French Supreme Court in Paris in 2005. The subject is approached along three distinct but interconnected avenues: comparative contract law, in which the different models to be found among Member States particularly the Germanic, French, and English common law systems are explored with an eye to differences and common ground; EC contract law, in which the general clause approach has tended to focus on labour law and consumer law, and in which the European Court of Justice more and more assumes the final say; and the European codification dimension, in which a potential instrument on the European level would compete with national laws and develop closely with them. The authors demonstrate that a focus on general clauses in contract law, embracing as it does a wide range of types of contracts, helps enormously with the necessary integration of legal scholarship and economic approaches, and of legal science and legal practice in the field. Numerous analytic references to relevant cases and EC Directives give a practical impetus to the far-reaching but immediately applicable theory presented in this important book. As European contract law continues to develop rapidly, this seminal contribution is sure to increase in value and usefulness.

The Contract is the core tool of governance in a free market economy. An EU Contract Law Code is now on the political agenda because all three legislative bodies in the EU and most member states favour it in principle. In its communication of July 2001, the Commission proposed three major options: to enhance the existing EC Contract Law by eliminating inconsistencies; introducing a European Code which substitutes national laws; and introducing a European code which only supplements national laws. This book achieves three things: For the first time, European academia is discussing these three options in an extensive and systematic way with pros and cons, in a transparent and systematic way, along broad lines and often also important details. The book contains the views of all protagonists from all those who really drafted the models to all those who illustrated the potential of decentralized rule-making and invented the very idea of an Optional Code. This is the first book in which the optional Code, which is the alternative most likely to come, is thoroughly analysed at all. This work also contains a full map of design possibilities. It is the executive summary of what European academia thinks of the future of European Contract Law and a European Code. It is the Academic Green Paper on European Contract Law.

The nineteen outstanding contributors to this deeply insightful book concur in envisioning a fundamentally new systematic concept of contract law that, while preserving the essential and‘architectureand’ of the existing European codes, would nonetheless find cogent ways to integrate such modern developments as mass transactions, chains and networks of contracts, regulation of markets and contracts to protect consumers, and service and long-term contracts into an optional European code. The book is organised along three major avenues: and• the systematic arrangement of a contract law code - how it deals with core questions of formation and performance or breach of contract, such as mistake and misrepresentation, standard contract terms, and remedies in the case of breach of contract; and• the apparent necessity to merge consumer contract law (i.e. such issues as product safety and liability, warranties, and consumer debt and insolvency) with traditional core contract law concepts; and and• the importance to substantive contract law of the pre-contractual phase, in which information duties are becoming steadily more paramount. The authors perspectives cover a wide range of jurisdictions, including new EU Member States. The bookand’s commitment to an integration of comparative law, EC law, and the debate on European codification offers practitioners and academics fertile ground for the development of a new model of contract law that is more than a common denominator of what has been in force so far. This model may serve as a basis for Europe-wide and perhaps even worldwide discussion.

European standards of interpretation (including interpretation of comparativelaw) and reference to the directive and to instruments of European law are now part of sound legal practice even in the most routine of domestic cases. The huge reforms in many national laws, in some countries the rewriting of their Code to reflect the Directive, is no more than good approximation. What really matters and what ultimately will be the decisive standard is the Directive. The Geneva Conventions on bills of exchange and cheques, the Vienna Convention on the International Sale of Goods and the Brussels Convention on jurisdiction and recognition of judgments were milestones. They did not, however, influence national private law in its core area as profoundly and as extensively as the EU Sales Law Directive will. This book starts off by explaining the instruments of European law and their influence on national law and lays solid foundations for a thorough transnational understanding of every single provision of the directive. Also discussed are the philosophical, historical and economic foundations of the different rules, which are followed by a detailed commentary on each individual article.

In Band 11 - aufgegliedert in Bd. 11/1 und 11/2 - wird das Effektengeschäft im breiten Sinne mit seinen Europäischen und internationalen Bezügen erörtert. Dabei werden neben Übersichten und Einleitungen, etwa zum Emissionsgeschäft, vor allem folgende Einzelgesetze kommentiert: WpHG (jetzt mit MM-VO und EMIR), BörsG, WpProspG, WpÜG, DepotG. Gegliedert ist der Kommentar und z.T. auch die Einzelgesetze nach Teilen, die primär die Bankorganisation betreffen, das einzelne Kundenverhältnis oder allgemein Märkte. Dabei werden in Bd. 11/1 nach der Gesamtübersicht und den Hauptfunktionen des Investment Banking nacheinander das Emissionsgeschäft dargestellt und das Marktrecht im WpHG (inzwischen vor allem in der MM-VO) und im WpProspG kommentiert. Im Bd. 11/2 werden weitere Teile des Marktrechts kommentiert, die erst Mitte 2016 erlassen wurden (Benchmark-VO sowie EMIR und WpÜG), sowie die Bereiche Banken- und Marktorganisation und individuelles Kundenverhältnis (mit der großen WpHG-Novelle 2017 zu §§ 31 ff. sowie dem BörsG und DepotG).