Prof. Dr. Patrick Ernst Sensburg, M.A.

University of Applied Sciences for Police and Public Administration in Cologne

Abstract:

With its “Europe’s Choice” program for 2024–2029, the European Commission is focusing on sustainable prosperity, competitiveness, and stronger European integration. In this context the European Business Code is intended to deepen economic integration and strengthen the single market. The idea of ​​a unified European business law has been discussed for years and is supported by reports such as the Draghi Report and the Letta Report. Both emphasize the need to reduce regulatory hurdles and offer companies greater legal certainty. A European Business Code could exist as an optional “28th regime” alongside national law and, in particular, facilitate access to the single market for small and medium-sized enterprises (SMEs). Working groups have presented drafts for areas such as company law, e-commerce, banking and financial market law, labor law, and tax law written down in 13 books. The aim is a streamlined, easily understandable set of rules that can be used as an option (“opt-in”). Implementation could be phased in, initially as a voluntary option for companies, and later potentially as binding EU law. In a two-speed Europe first member states around Germany, France and Romania can go forward with a regulation.

Keywords: European Business code, Draghi Report, Letta Report, Europe’s Choice, sustainable prosperity, competitiveness, 28^thregime.

Author: Associate Professor Laura-Cristiana SPĂTARU-NEGURĂ

DOI: 10.24818/EBLJ/2024/3/1.03

Abstract: Acting as a corporate lawyer in Romania and advising companies regarding day-to-day activities is sometimes a very complex and demanding job, especially when it raises problems related to the EU law compliance.

The first time we personally came across the EU law in our clients’ activities was with the task of implementing the General Data Protection Regulation. At that moment, we thought that all our theoretical knowledge will be finally put in practice, and we were very happy about it.

Nowadays the European legislator gave us another challenge – to implement in 2025 the EU’s Corporate Sustainability Due Diligence Directive (CSDDD) into (EU) large companies. We really appreciate this task, because, unfortunately, emphasis should be made on human rights and climate change problems, because there are realities that are threatening our mere existence, and they cannot be ignored anymore.

In our humble opinion, although the World Health Organization challenges us with the ‘One Health’ approach (taken also into account by this Directive), Member States are failing to do what is necessary to counteract human rights and climate change violations, reason for which the international organizations must take the lead in order to ensure a bright future that is worth living for the future generations on Earth.

Although not intended to be an exhaustive presentation of this piece of legislation and of its implications, but a first introductory approach on this topic, this study shall attempt to tackle the EU’s Corporate Sustainability Due-diligence Directive.

Keywords: companies, corporate sustainability, CSDDD, due diligence, ESG, EU law, human rights.

Author: A

PhD University Assistant Liviu-Alexandru VIOREL

Faculty of Law – Academy of Economic Studies

Managing Associate, Mușat & Asociații

Abstract:

This paper aims to address the issue of concluding a mortgage agreement incorporating a solidarity clause in lack of a Shareholders Meeting Resolution of approving such solidarity clause.

This hypothesis raises several questions.

Which prevails, the statutory director’s right or the limited special mandate given by the General Meeting of the Shareholders? Is the director allowed to sign the mortgage agreement exceeding the limits of the mandate based on the general mandate given by the company prevailing on his capacity as director?

Is the company engaged in what concerns the solidarity clause inserted in the mortgage agreement concluded with the bank if the latter knew director powers were exceeded?

Is it conceivable to remedy the defect by subsequently issuing a resolution of the general meeting of shareholders approving the solidarity clause after the signing of the mortgage agreement? Would that cover the initial deficiency?

Given the fact that the solidarity clause was not approved by the Shareholders, would such a clause be deemed to be valid?

Would a decision issues by the syndic judge on the contestation to the table of receivable of the bankrupt company have res judicata as oppsosed to a subsequent claim for ascertaining nullity of the solidarity clause inserted in the mortgage agreement?

Would a third party to the mortgage agreement have legal standing capacity and interest to claim ascertaining the nullity of the solidarity clause?

I will try to address all of this in this article.

Keywords: solidarity clause; special mandate; exceeding the limits of the mandate; mortgage agreement; nulity

Author: drd. Luminița CHIȚORAN

Școala Doctorală Drept, Academia de Studii Economice din București

DOI: 10.24818/EBLJ/2024/3/1.05

Abstract:

The new Regulation on Artificial Intelligence is already partially in force and it is particularly important for any company that places on the market, puts into operation or otherwise uses artificial intelligence systems within the European Union to be aware of the newly introduced obligations.

According to some studies, both at the official and private levels, more than half of companies are already using AI, and according to some estimates around 90% are actively analyzing ways in which they can use this technology in their current work. Keeping this in mind, in the very near future it can be reasonably assumed that all companies operating in or with partners in the EU will have obligations under the Regulation.

This material examines the most recently implemented obligations from an employment relations perspective, the timeline for their implementation and identifies some potential measures that employers could take to comply.

Keywords: artificial intelligence, AI Regulation, GDPR, personal data protection, human rights, workers’ rights

Author: PHD Candidate CHIRIȚĂ Costin Răzvan

Faculty of Law, Academy of Economic Studies Faculty of Law

Abstract: The paper analyzes the “The Future of European Competitiveness” report (Draghi Plan, September 2024) from a dual perspective—economic and legal-institutional—to assess how its recommendations reconfigure the European Union’s (EU) legislative framework for the 2025-2030 period. The research pursues three objectives: (i) mapping the Draghi proposals along the axes of investment-financing, state aid, single market, and economic governance; (ii) identifying the legal instruments through which the Commission and the Council are attempting to transpose these proposals; and (iii) measuring the potential impact on internal market cohesion and fiscal discipline. The methodology combines content analysis of the Draghi report and official documents (proposals for regulations, own resources decisions, state aid guidelines), semi-structured interviews with 22 European decision-makers, and a counterfactual DSGE exercise modeling the effect of introducing a European Competitiveness Fund financed by common debt of 1% of GDP/year.

The study’s contribution is threefold: it demonstrates the direct link between a technocratic report and an accelerated European legislative agenda; it highlights the tensions between expanding industrial policy and protecting the integrity of the internal market; and it provides an empirical framework to quantify the fiscal trade-offs involved in debt mutualization. The conclusion emphasizes that the success of the Draghi Plan depends not only on the proposed legal architecture but also on the political consensus regarding risk-sharing and maintaining a minimum level of intra-community competition.

Keywords: Draghi Plan; European competitiveness; European Competitiveness Fund; EU industrial policy; state aid;

Author: Phd Student Zia AKHTAR 

LLB (Lon), LLM (Lon), Gray’s Inn, Phd Coventry University, Phd candidate Hasselt University 

Abstract: There are different types of equitable estoppel under English law including promissory estoppel, estoppel by convention and proprietary estoppel. There are various types of estoppel under English law that exist under the doctrine of proprietary estoppel in the context of a trust in land. In a vendor–purchaser constructive trust (VPCT) the purchaser holds the beneficial interest and the vendor becomes a trustee in a qualified sense or as a quasi-trustee in the sale of land. The equitable interests of both vendor and purchaser are determined by the law to be specific in their share and they are restricted to the terms of the contract under which the trust arises. The English doctrine of equitable estoppel is comparable to the principle of promissory estoppel in United States legal doctrine, including the Statute of Fraud. Its protection is against fraudulent transfers based on the principle of equitable estoppel that has extended to the mixed jurisdiction of Louisiana, which has adopted the civil law remedies. The question that this research thesis poses is if unconscionable conduct in a sale of land can be determined with sufficient certainty in English law by giving rise to a constructive trust. This article adopts a comparative approach by taking account of the equitable principles in land transfers that be vitiated for fraud in American law. 

Keywords: Good faith, estoppel, vendor–purchaser constructive trust (VPCT), UCC, Statute of Frauds, culpa in contrahendo.