Lorenzo Sasso | Moscow state institute of international relations (original) (raw)
Papers by Lorenzo Sasso
Frontiers in Law, Dec 11, 2023
Electronic contracts present trade law scholars with a multitude of issues concerning internation... more Electronic contracts present trade law scholars with a multitude of issues concerning international private law, arising from the peculiarities of the online environment. However, as in traditional paper contracts, directives, model laws and conventions governing electronic commercial transactions still leave open such an important question as when is an electronic contract concluded. This article focuses on the offer and acceptance requirement using a comparative approach to explore how this issue is addressed in Russia as well as in other civil-and common-law jurisdictions. The paper compares different regulatory approaches taken by the EU and US on the formation of electronic contracts, highlighting their differences and the progress made towards convergence and consumer's protection. The relevant law for each country is discussed in relation to two types of transactions: those concluded between qualified professionals or traders, i.e. so-called Business-to-Business (B2B), and those between qualified professionals and consumers, namely Business-to-Consumer (B2C).
Contratto e impresa, 2016
European company law, Aug 1, 2007
During the past years in Europe, the possibility of a market for corporate incorporations, namely... more During the past years in Europe, the possibility of a market for corporate incorporations, namely the freedom of European companies to choose their country for incorporation, has been blocked, in part, by the difficult economic conditions and in part by the operation of national level rules on the conflicts of laws which limit the degree to which a company can choose its applicable law. National level laws also widely differ in their attitude towards the movement of companies from one jurisdiction to another and this factor does not help a resumption of the companies and of the investments in the private equity sector. This situation has been changed by some judgments of the European Court of Justice that underscored, in the cases of Überseering, Centros, Inspire Art and Sevic, the EU Treaty’s principles of Free Establishment and Movement of Firms. In these cases legal entities and human beings were considered in the same way. This confirmed the ECJ’s approach that originates from Articles 43 and 48 of the EC Treaty which together with some efforts of the EU Legislator have tried to facilitate a mechanism of corporate entry and exit that possibly will encourage a direct competition of the different corporate law systems provided by the European Member States. Along this line, the proposed Directive on Cross-border Transfer of the Registered Offices of Limited Liability Companies and the Directive on Cross-border Mergers (2005/56/EC) try to provide a common solution to the issue of re-incorporation. In the European market for corporate control, where one size does not fit all, decentralized solutions can permit Member States to continue patterns of diversity, while regulatory arbitrage allows individual firms for which the national model is inappropriate to opt out. Moreover, in an area such as company law, where the configuration of the optimal rules is hotly debated, regulatory competition, if driven by the market from the bottom together with a harmonization of the law implemented by the top through Directives, can lead to a conversion of the European corporate law and build up, at the same time, a ‘market-for-rules’ that is essential for economic growth. In this paper, I will discuss the role of the legal instrument available for companies since 8 October 2004, namely the Statute for a European Company (SE), underlying some of its applications and implications in the process of harmonization of the law. In particular, I will try to explain why this regulation, even if it is obsolete in some parts and incomplete in some others, being a motivation for regulatory competition, can represent a step forward towards the development of appropriate legal rules. In the next sections, I will describe the experience of the European legislator trying to create a common model of European Company (part 2) and to what extent nowadays EU law permits companies to migrate from a member country to another one (part 3). Then, analysing the European market for corporate control, I will show how an efficient regulatory competition, in which arbitrage will be motivated by a desire to increase total value rather than the private interests of one group, can be feasible and attractive (parts 4 and 5). Eventually I will summarize adding some conclusions (part 6).
Contratto e impresa, 2005
Giurisprudenza commerciale, 2004
Contratto e impresa, 2004
Hart Publishing eBooks, 2023
European company law, Aug 1, 2007
Hart Publishing eBooks, 2023
Hart Publishing eBooks, 2023
CRC Press eBooks, Mar 9, 2023
Russian Law Journal, 2016
On 1 July 2005, major changes in UK securities laws came into force, affecting both listed and un... more On 1 July 2005, major changes in UK securities laws came into force, affecting both listed and unlisted issuers of securities. The UK Listing Authority's (UKLA) Listing Rules have been radically overhauled as a consequence of the implementation of the Market Abuse Directive (MAD) and the Prospectus Directive (PD) as well as the review by the Financial Services Authority (FSA) of the listing regime. New Disclosure rules govern disclosure of information by issuers (DR 1 and 2) or by UK incorporated issuers (DR 3) whose securities are admitted to trading on a regulated market in the UK or for which a request has been made for admission to trading on a regulated market in UK, while new Prospectus rules set out the circumstances in which publication of a prospectus is required and the prospectus content requirements. In addition, companies beginning their financial year on or after 20 January 2007 will have to follow the financial reporting requirements introduced by the Transparency...
During the past years in Europe, the possibility of a market for corporate incorporations, namely... more During the past years in Europe, the possibility of a market for corporate incorporations, namely the freedom of European companies to choose their country for incorporation, has been blocked, in part, by the difficult economic conditions and in part by the operation of national level rules on the conflicts of laws which limit the degree to which a company can choose its applicable law. National level laws also widely differ in their attitude towards the movement of companies from one jurisdiction to another and this factor does not help a resumption of the companies and of the investments in the private equity sector. This situation has been changed by some judgments of the European Court of Justice that underscored, in the cases of Uberseering, Centros, Inspire Art and Sevic, the EU Treaty’s principles of Free Establishment and Movement of Firms. In these cases legal entities and human beings were considered in the same way. This confirmed the ECJ’s approach that originates from A...
Frontiers in Law, Dec 11, 2023
Electronic contracts present trade law scholars with a multitude of issues concerning internation... more Electronic contracts present trade law scholars with a multitude of issues concerning international private law, arising from the peculiarities of the online environment. However, as in traditional paper contracts, directives, model laws and conventions governing electronic commercial transactions still leave open such an important question as when is an electronic contract concluded. This article focuses on the offer and acceptance requirement using a comparative approach to explore how this issue is addressed in Russia as well as in other civil-and common-law jurisdictions. The paper compares different regulatory approaches taken by the EU and US on the formation of electronic contracts, highlighting their differences and the progress made towards convergence and consumer's protection. The relevant law for each country is discussed in relation to two types of transactions: those concluded between qualified professionals or traders, i.e. so-called Business-to-Business (B2B), and those between qualified professionals and consumers, namely Business-to-Consumer (B2C).
Contratto e impresa, 2016
European company law, Aug 1, 2007
During the past years in Europe, the possibility of a market for corporate incorporations, namely... more During the past years in Europe, the possibility of a market for corporate incorporations, namely the freedom of European companies to choose their country for incorporation, has been blocked, in part, by the difficult economic conditions and in part by the operation of national level rules on the conflicts of laws which limit the degree to which a company can choose its applicable law. National level laws also widely differ in their attitude towards the movement of companies from one jurisdiction to another and this factor does not help a resumption of the companies and of the investments in the private equity sector. This situation has been changed by some judgments of the European Court of Justice that underscored, in the cases of Überseering, Centros, Inspire Art and Sevic, the EU Treaty’s principles of Free Establishment and Movement of Firms. In these cases legal entities and human beings were considered in the same way. This confirmed the ECJ’s approach that originates from Articles 43 and 48 of the EC Treaty which together with some efforts of the EU Legislator have tried to facilitate a mechanism of corporate entry and exit that possibly will encourage a direct competition of the different corporate law systems provided by the European Member States. Along this line, the proposed Directive on Cross-border Transfer of the Registered Offices of Limited Liability Companies and the Directive on Cross-border Mergers (2005/56/EC) try to provide a common solution to the issue of re-incorporation. In the European market for corporate control, where one size does not fit all, decentralized solutions can permit Member States to continue patterns of diversity, while regulatory arbitrage allows individual firms for which the national model is inappropriate to opt out. Moreover, in an area such as company law, where the configuration of the optimal rules is hotly debated, regulatory competition, if driven by the market from the bottom together with a harmonization of the law implemented by the top through Directives, can lead to a conversion of the European corporate law and build up, at the same time, a ‘market-for-rules’ that is essential for economic growth. In this paper, I will discuss the role of the legal instrument available for companies since 8 October 2004, namely the Statute for a European Company (SE), underlying some of its applications and implications in the process of harmonization of the law. In particular, I will try to explain why this regulation, even if it is obsolete in some parts and incomplete in some others, being a motivation for regulatory competition, can represent a step forward towards the development of appropriate legal rules. In the next sections, I will describe the experience of the European legislator trying to create a common model of European Company (part 2) and to what extent nowadays EU law permits companies to migrate from a member country to another one (part 3). Then, analysing the European market for corporate control, I will show how an efficient regulatory competition, in which arbitrage will be motivated by a desire to increase total value rather than the private interests of one group, can be feasible and attractive (parts 4 and 5). Eventually I will summarize adding some conclusions (part 6).
Contratto e impresa, 2005
Giurisprudenza commerciale, 2004
Contratto e impresa, 2004
Hart Publishing eBooks, 2023
European company law, Aug 1, 2007
Hart Publishing eBooks, 2023
Hart Publishing eBooks, 2023
CRC Press eBooks, Mar 9, 2023
Russian Law Journal, 2016
On 1 July 2005, major changes in UK securities laws came into force, affecting both listed and un... more On 1 July 2005, major changes in UK securities laws came into force, affecting both listed and unlisted issuers of securities. The UK Listing Authority's (UKLA) Listing Rules have been radically overhauled as a consequence of the implementation of the Market Abuse Directive (MAD) and the Prospectus Directive (PD) as well as the review by the Financial Services Authority (FSA) of the listing regime. New Disclosure rules govern disclosure of information by issuers (DR 1 and 2) or by UK incorporated issuers (DR 3) whose securities are admitted to trading on a regulated market in the UK or for which a request has been made for admission to trading on a regulated market in UK, while new Prospectus rules set out the circumstances in which publication of a prospectus is required and the prospectus content requirements. In addition, companies beginning their financial year on or after 20 January 2007 will have to follow the financial reporting requirements introduced by the Transparency...
During the past years in Europe, the possibility of a market for corporate incorporations, namely... more During the past years in Europe, the possibility of a market for corporate incorporations, namely the freedom of European companies to choose their country for incorporation, has been blocked, in part, by the difficult economic conditions and in part by the operation of national level rules on the conflicts of laws which limit the degree to which a company can choose its applicable law. National level laws also widely differ in their attitude towards the movement of companies from one jurisdiction to another and this factor does not help a resumption of the companies and of the investments in the private equity sector. This situation has been changed by some judgments of the European Court of Justice that underscored, in the cases of Uberseering, Centros, Inspire Art and Sevic, the EU Treaty’s principles of Free Establishment and Movement of Firms. In these cases legal entities and human beings were considered in the same way. This confirmed the ECJ’s approach that originates from A...