Takeover authorities in Europe are primarily structured as takeover panels or as integral components of financial supervisory authorities. Compared with the supervisory structures, panel-based regimes are commonly perceived as providing a greater level of flexibility, predictability and speed. A closer analysis reveals that, while the panel structure tends to promote flexibility and predictability, no inherent and unalterable connection between these attributes and the institutional identity of the takeover authority can be identified.

The rise of public regulation of private law relationships has resulted in a thorny legal landscape across regulated markets shaped by the complex interplay between multiple actors, including legislators, regulatory agencies, and courts, and fraught with tensions between public and private interests. This chapter sets out the book’s purpose, namely, to offer a new theoretical perspective on the relationship between market regulation and private law that is built on the claim that these two forms of legal discourse are two sides of the same coin that can be reconciled with each other. The chapter explains the background to this study and the research design, focusing on the interaction between EU private law as a subset of market regulation and traditional national private law. It begins with a brief account of the growing role of market regulation in the private law domain and then proceeds to identify the core questions that the collision between market regulation and private law gives rise to, which underlie the book. The chapter further explains the novelty of this work in relation to existing literature on private law and regulation, as well as its approach to the subject.

The rise of market regulation in the private law domain has challenged the exclusive role of traditional private law, notably contract and tort law, in governing relations between private parties. At present, well-established private law norms, such as the principle of good faith or a duty of care, increasingly coexist with regulatory standards. This chapter explores the relationship between regulatory standards and private law norms, focusing on how national private law responds and should respond to market regulation with a European origin. It develops three models of the relationship between EU regulatory standards and traditional private law norms relating to the same subject matter – separation, substitution, and complementarity – and discusses their key characteristics, manifestations, and implications. This analysis shows that each of the models strikes a balance between the competing considerations differently, putting more or less weight on the pursuit of the common good or interpersonal justice, legal certainty or individual fairness, and uniformity or diversity. The chapter also assesses these models in terms of their potential to reconcile EU regulatory standards with traditional private law norms and draws out some of the practical implications of this analysis for EU private lawmaking and enforcement.

Fundamental rights increasingly determine the balance between public and private interests within both market regulation and private law, shaping the relationship between these two forms of legal discourse. This chapter takes stock of the case law of national, international, and supranational courts on the horizontal effect of fundamental rights and explores the potential of such rights to contribute to reconciliation between market regulation and private law. It shows that fundamental rights can play a double role in this context. On the one hand, fundamental rights can reinforce the regulatory dimension of private law, prompting courts to rebalance the interests of the parties to private law relationships in the light of public virtues. On the other hand, fundamental rights can enable courts to bring regulatory measures in line with the traditional private law reasoning focused on individual preferences and interpersonal justice. In both instances, courts may step beyond what the EU or national legislators intended to achieve through public regulation in terms of reorienting private law relationships towards the common good or enhancing interpersonal justice. Fundamental rights thus serve as a two-way bridge between market regulation and private law.

This chapter revisits the long-standing debate on the efficiency of the mandatory bid rule within the context of the Takeover Directive (TOD). It re-examines the consensus on the mandatory bid rule’s operation and explains why the rule is often viewed as an expensive way of achieving a type of equality that has little relevance to investors. While the mandatory bid rule is often criticized for being inflexible and inefficient, this chapter explores whether the widespread use by sophisticated market participants of contractual analogues of the mandatory bid rule, tag-along rights, in the booming private markets may suggest beneficial second-order effects of sharing rules that can somewhat limit its costs. While it is accepted that the case for company-level optionality regarding the mandatory bid rule is indeed strong, it seems unlikely that the TOD will be amended in the foreseeable future. Instead, the chapter explores whether developments over the past two decades since enactment of the TOD may have provided Member States with some de facto country-level optionality, and whether some limited experimentation with the mandatory bid rule may thus be possible in the EU.

Vicarious identification, or ‘living through another’, refers to the way actors appropriate the achievements and experiences of others to gain a sense of purpose, identity and self-esteem. This chapter proposes that vicarious identification with ‘Europe’ has been constitutive for Estonia’s pooling of important aspects of its sovereign power with the European Union (EU) while retaining a strong nominal commitment to absolute sovereignty in its national constitution. Accordingly, the sharing of the sovereign authority of the state in essential aspects with the EU emerges as a generally accepted trade-off for a sense of ontological security attained through membership in the European polity. The chapter conceptualizes vicarious sovereignty and illustrates the reconciliation attempts of ideal-typical sovereign state subjectivity with the evolving empirical reality of the EU on the example of Estonia’s post-Soviet ‘home-coming’ in Europe. This is done via tapping into the visions of Europe, as articulated by the defining Estonian constitutional ‘map-makers’ at the time of the Convention on the Future of Europe in the early 2000s: namely, Lennart Meri and Toomas Hendrik Ilves.

Chapter 1 introduces the key research question of whether the European Court of Human Rights has the appropriate equipment to respond to authoritarian populism in its position of ultimate interpreter of the European Convention on Human Rights. It sets out the analytical and disciplinary framework, situates the project in a broader field of scholarship and summarizes the upcoming s.

This concluding chapter synthesises the handbook’s exploration of victim engagement in transitional justice. It emphasises how the generational framework sheds light on historical shifts and contemporary dynamics throughout the chapters and cases in this book, from the foundational influence of early mobilisation to disruptive modes of resistance today, and how it deepens understanding of the proliferation of intersecting justice struggles through innovative adoption and adaptation of the paradigm. These developments challenge static, state-centric understandings of transitional justice and reveal its porous, evolving boundaries. Key themes for future research include the importance of relationality and relational justice approaches, the sustainability and intergenerational character of justice efforts, and the interplay between decentralisation and translocal agency in victim-led initiatives. Framing transitional justice as an expanding, victim-driven practice embedded within a wider justice ecosystem, the chapter argues for reimagining the field through epistemological and methodological pluralism, alongside deeper ethical reflexivity in scholarship, policy, and practice.

The European mandatory bid rule (‘MBR’) was a key factor in the controversy surrounding the legislative proceedings concerning the Takeover Directive (‘TOD’). The MBR has had an eventful history, characterised by political compromises, the active influencing of legislative procedures (regulatory capture) and ongoing controversies about the economic rationale of the MBR. This chapter traces the history of the MBR and its development. Additionally, it highlights the crucial issues that led to the enactment of the MBR and ultimately the adoption of the TOD. The core thesis is that the changing mood in the Member States was primarily responsible for the shift in opinion that created the potential for the introduction of the MBR at a European Union Level in the first place. However, the influence of the MBR on the capital markets of the Member States has been limited. The TOD has failed to achieve its regulatory objective at any rate. The assessment may only be different for smaller Member States without a long tradition of takeover law and/or strong capital markets. In these countries, for example Poland, the MBR might have had a greater influence.

This chapter summarizes the book’s main findings and discusses five major contributions to the study of transitional justice (TJ) as a powerful force to prevent criminal wars in new democracies: (1) the importance of conceptualizing organized crime as a hybrid field of state–criminal networks, where state specialists in violence play a central role; (2) TJ’s power to influence peace and war in the criminal underworld by exposing and sanctioning state specialists in violence; (3) the crucial role of state accountability for the development of peaceful democracies; (4) the importance of dismantling violent counterinsurgent states by means of justice before electoral competition becomes routinized in new democracies; and (5) the dangers that the survival of the counterinsurgent state and its militarized public security practices, and the persistence of criminal wars, pose for the integrity of democratic regimes. The book ends with a reflection on Third Wave democracies. In the mid 1980s, scholars of democratization warned elites and societies to renounce (or at least postpone) demands for accountability for past atrocities to avoid a military backlash that would compromise democratic stability. Accountability Shock draws a different conclusion: Failure to address a repressive past paves the way for a future of democratic instability, large-scale violence, and gross human rights violations.

This chapter examines the engagement of women next of kin of forcibly disappeared individuals in Sri Lanka with the Consultation Task Force on Reconciliation Mechanisms (CTF). The CTF was tasked with consulting on the design of four transitional justice mechanisms in 2016, including an Office on Missing Persons. Even though the government refused to respect the findings of this process, the chapter shows that the CTF generated a significant archive that can be probed as an ‘archive of desire’. This archive can help us to understand not only the demands of victim-survivors in relation to what form of justice or what kind of mechanisms they believe can deliver justice, but also the depth of affective feelings and investments underlying these demands. In post-war Sri Lanka, this archive continues to challenge and resist dominant narratives of denial and efforts to entrench impunity for forced disappearances. However, such archives equally serve as a resource to build solidarity across differences, to cultivate practices of listening to the ‘Other’, and to refigure the state towards recognising and redressing its sovereign violence.