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We are sometimes told that the Declaration is an airy statement about individual rights, whereas the Constitution does the hard work of structuring a government. This Part argues that the Declaration is primarily concerned, not with individual rights, but with the structure of government. That is, how do we structure a government so that our rights are most reliably protected? And the answer is not as little government as possible, but a competently structured government, subject to the rule of law, that works for the benefit of the people.
This chapter explores the principles and legal framework of capital maintenance within the European Union’s company law. It examines rules designed to protect creditors and ensure corporate solvency by regulating distributions, reductions and increases of a company’s capital. The chapter analyses key EU directives, national implementations and relevant case law, highlighting the balance between safeguarding financial stability and enabling business flexibility. It also discusses challenges in harmonizing capital maintenance rules across Member States and the impact of recent reforms on corporate governance. The chapter offers insights into how capital maintenance shapes corporate accountability and investor protection in the EU.
This chapter analyses the concept of primary establishment as developed in the case law of the Court of Justice of the European Union (CJEU). It focuses on how the Court has interpreted the freedom of establishment under Articles 49 and 54 TFEU, particularly in relation to the right of companies to incorporate and operate across borders. Key judgments such as Daily Mail and Überseering are examined to illustrate the evolving legal principles governing primary establishment. The chapter also discusses the implications of this jurisprudence for regulatory arbitrage, national company laws and the broader integration of the internal market.
This chapter examines the evolution of cross-border mobility of companies within the EU, tracing its development from foundational CJEU case law to recent statutory reforms. It explores landmark judgments that established principles allowing companies to transfer their registered office or seat across Member States without losing legal personality. The chapter then analyses legislative responses, including the Cross-Border Mergers Directive and Company Mobility Directive, aimed at codifying and clarifying these rights. Challenges related to national sovereignty, regulatory divergence and enforcement are discussed, highlighting ongoing efforts to balance corporate freedom with legal certainty and market integration.
This chapter explores the legal framework governing dissolution and insolvency within the European Union, focusing on harmonization efforts through directives and regulations. It analyses key concepts such as jurisdiction, insolvency definitions and cross-border coordination, highlighting landmark cases like Eurofood IFSC Ltd, which shaped the interpretation of insolvency jurisdiction under EU law. The chapter discusses creditor protection, debtor rights and procedural challenges in insolvency and dissolution processes. By reviewing reforms and national practices, it emphasizes the ongoing development of a coherent EU insolvency regime that balances efficiency, legal certainty and market stability across Member States.
This article critically examines the broad claims of the Antarctic Treaty Consultative Parties (ATCPs) that the Antarctic Treaty System (ATS) is the ‘competent’ and ‘comprehensive’ framework for governing marine biodiversity in the area covered by its constituent instruments, implying that the Agreement on the Conservation and Sustainable Use of Marine Biological Diversity of Areas Beyond National Jurisdiction (BBNJ Agreement) is therefore inapplicable within that same area under the ‘not undermine’ clause in its Article 5(2). Focusing on the specific topic of marine bioprospecting governance, our analysis breaks down ‘competence’ into spatial (where the ATS has legal authority to govern) and functional (the activities or subject matter it is empowered to regulate) dimensions and evaluates whether existing competences, as exercised, result in ‘comprehensive’ governance. We find the ATCPs’ claims to be legally and practically unsubstantiated to justify the complete or de facto exclusion of the BBNJ Agreement’s application in the area covered by the constituent instruments of the ATS: the jurisdictional competence of the ATS is fragmented, its functional competence is narrowly confined to the early, in situ dimensions of bioprospecting regulation, and its operational record of governing marine bioprospecting is negligible, relying on generic, non-tailored rules long recognized as inadequate. As such, the Antarctic marine bioprospecting case illustrates that a regime’s exclusionary claims regarding the BBNJ Agreement should be viewed with scepticism. Failing to do so may conceal the very gaps that the BBNJ Agreement was created to address.
How and why is comparative law and society imperative to legal education? In the 21st century, legal education displays a paradox: despite the rise of Asia economically, socially and politically, the study of comparative law rarely includes Asian laws outside of law schools in Asia. In this article, I contribute to the debate over legal education by arguing for the imperative of comparative law and society, and its benefits for law students. I examine how law schools commit practically to comparative law and society by hiring scholars with relevant expertise and offering such subjects. I illustrate this commitment with a case study of Asian legal studies in Australia over the past seven decades (1960s-2020s). I find that Asian legal studies remains concentrated at a handful of law schools, resulting in a problem I describe as the ‘Asian Century gap’ in legal education. Closing this gap requires a renewed commitment to the study of comparative law and society as Asian legal studies through hiring choices and subject offerings. Such a commitment is necessary to ensure that our law students gain the benefits that an education in comparative law and society has to offer.
We hypothesize that the public assesses U.S. Supreme Court nominees in light of the contemporaneous Court’s partisan composition. In a preregistered conjoint experiment (n = 9,895), we find that Democrats and Republicans weigh nominee partisanship more heavily when their party is losing the Court and less heavily when their party already enjoys a secure majority. Consistent with affective polarization and threat-based political psychology, however, they care just as much about partisanship when the Court is split as when the other party enjoys a strong majority – even though the new Justice would swing the Court only in the former scenario.
The EU–Mercosur agreement is one of the longest and most complex trade negotiations in modern economic diplomacy. Launched in 1999 and finally concluded in December 2024, it offers a unique lens through which to understand trade negotiations in an era of geopolitical uncertainty, domestic contestation, and multilateral fragmentation. Drawing on the authors’ direct experience in trade policy and negotiation, this article argues that the agreement was not delayed because technical solutions were unavailable, nor concluded because underlying conflicts disappeared. Rather, it moved forward when changing international conditions increased the political value of closure for both sides. Agricultural sensitivities, sustainability concerns, competitiveness debates, and Mercosur’s internal coordination challenges remained. What changed was the cost of failing to reach an agreement. The case suggests that trade agreements today are no longer merely instruments of market access; they also serve as tools of strategic positioning, regulatory reassurance, and geopolitical signaling. In this context, uncertainty can become not only a constraint, but also a catalyst for cooperation and agreement
This article examines how WhatsApp functions as a space where people shape collective memory and challenge dominant sociopolitical narratives. Focusing on Nigeria’s Obidient movement, a youth-led campaign that supported Peter Obi in the 2023 presidential election, this article seeks to understand how everyday online interactions on WhatsApp produced alternative ways of remembering and forgetting. In other words, this articles asks, How did members of an unofficial Obidient WhatsApp group enact counter-memory practices regarding Nigeria’s 2023 general elections? To answer this question, this study deployed the ethnographic approach and drew from Foucault’s concept of counter-memory and assemblage theory to understand how memory, technology, and social interaction converged in dynamic ways. The results indicate that members of the WhatsApp group construct and circulate alternative narratives that challenge mainstream sociopolitical accounts. These results are discussed in two central themes: ‘Counter-memory and the construction of alternative narrative’ and ‘WhatsApp as a mnemonic community and assemblage’. Through practices of circulating first-hand experiences and lived testimonies, evidence of electoral misconducts, and memories of past elections and protests, members collectively produced what the author described as a ‘mnemonic community’, a space where memory is created, negotiated, and sustained through interaction. However, these practices are not independent but are shaped by the interconnectedness of human (members of the group) and non-human (WhatsApp, smartphones, or multimedia content) factors. Overall, this article argues that messaging apps, such as WhatsApp, significantly shape how people remember and interpret sociopolitical movements and participation.