The special rights other than shares in cross-border mergers of limited liability companies within the European Union. A perspective from the Spanish Law

The present research aims to study the special rights other than shares in Spanish Law and the protection of their holders in cross-border mergers of limited liability companies within the European Union frame. Special rights other than shares are recognised as an independent legal category within legal systems of some EU Member States, such as Germany or Spain, through the implementation of the Third Directive 78/855/CEE concerning mergers of public limited liability companies. The above-cited Directive contains a special regime of protection for the holders of securities, other than shares, to which special rights are attached, consisting of being given rights in the acquiring company, at least equivalent to those they possessed in the company being acquired. This safeguard is to highlight the intimate connection between this type of rights and the company whose extinction determines the existence of those. Pursuant to the Directive 2005/56/CE on cross-border mergers of limited liability companies, each company taking part in these operations shall comply with the safeguards of members and third parties provided in their respective national law to which is subject. In this regard, the protection for holders of special rights other than shares shall be ruled by the domestic M&A regime. As far as Spanish Law are concerned, holders of these special rights are recognized a right of merger information, in the same terms as shareholders, as well as equal rights in the company resulting from the cross-border merger. However, these measures are not enough guarantee for a suitable protection, thus considering those holders of special rights as special creditors, sometimes it will be necessary to go to the general protection regime for creditors. In Spanish Law, it would involve the recognition of right to the merger opposition, whose exercise would prevent the operation was completed until ensuring equal rights.

The Social Impact of Migration and the Notion of Citizenship for the EU. Ensuing challenges and opportunities for the Union. CEPS Commentaries, 13 March 2014

Documenting the unwelcoming treatment extended by government officials to the poorest EU citizens from other member states, including denying them their EU rights, Elspeth Guild censures these officials for shattering the principle of equality of citizens and of disaggregating Europe into nationals of the member states who can be treated differently simply on the basis of their origins.

Translating international norms: Filters to women's rights in Lebanon

In 1979 the United Nations passed the Convention on the Elimination of All Forms of Discrimination against Women (CEDAW), an international bill of rights for women. Much scholarship has focused on the degree to which states have adopted these new international gender norms, but have paid little attention to the fact that norms change in the processes of implementation. This dissertation focuses on that process assessing the translation of international gender equality norm in Lebanon.^ The study traces global gender equality norms as they are translated into a complex context characterized by a political structure that divides powers according to confessional groups, a social structure that empowers men as heads of families, and a geopolitical structure that opposes a secular West to the Muslim East. Through a comparison of three campaigns – the campaign to combat violence against women, the campaign to change personal status codes, and the campaign to give women equal rights to pass on their nationality – the study traces different ways in which norms are translated as activists negotiate the structures that make up the Lebanese context. Through ethnographic research, the process of norm translation was found to produce various filters, i.e., constellations of arguments put forward by activists as they seek to match international norms to the local context. The dissertation identifies six such filters and finds that these filters often have created faithless translations of international norms.^

Privity of Contract and Third Party Rights in European Construction Projects

Privity of contract has lately been criticized in several European jurisdictions, particu-larly due to the onerous consequences it gives rise to in arrangements typical for the modern exchange such as chains of contracts. Privity of contract is a classical premise of contract law, which prohibits a third party to acquire or enforce rights under a contract to which he is not a party. Such a premise is usually seen to be manifested in the doctrine of privity of contract developed under common law, however, the jurisdictions of continental Europe do recognize a corresponding starting point in contract law. One of the traditional industry sectors affected by this premise is the construction industry. A typical large construction project includes a contractual chain comprised of an employer, a main contractor and a subcontractor. The employer is usually dependent on the subcontractor's performance, however, no contractual nexus exists between the two. Accordingly, the employer might want to circumvent the privity of contract in order to reach the subcontractor and to mitigate any risks imposed by such a chain of contracts. From this starting point, the study endeavors to examine the concept of privity of con-tract in European jurisdictions and particularly the methods used to circumvent the rule in the construction industry practice. For this purpose, the study employs both a com-parative and a legal dogmatic method. The principal aim is to discover general principles not just from a theoretical perspective, but from a practical angle as well. Consequently, a considerable amount of legal praxis as well as international industry forms have been used as references. The most important include inter alia the model forms produced by FIDIC as well as Olli Norros' doctoral thesis "Vastuu sopimusketjussa". According to the conclusions of this study, the four principal ways to circumvent privity of contract in European construction projects include liability in a chain of contracts, collateral contracts, assignment of rights as well as security instruments. The contempo-rary European jurisdictions recognize these concepts and the references suggest that they are an integral part of the current market practice. Despite the fact that such means of circumventing privity of contract raise a number of legal questions and affect the risk position of particularly a subcontractor considerably, it seems that the impairment of the premise of privity of contract is an increasing trend in the construction industry.

Fundamental Rights and Reverse Discrimination

Reverse discrimination – whereby member states may treat their own nationals worse than nationals of other member states by invoking a “purely internal situation” in which European law does not apply – has long been a problem within the European Economic Community turned European Union. Using as a touchstone the Zambrano case, to be decided shortly, this paper argues that introducing citizenship alters the status of individuals vis-à-vis their governments, implies equality of treatment among citizens, and should eliminate reverse discrimination. Raising examples from the United States and Canada, I show how the introduction of federal rights empowered individuals and redrew the relationship between the governments of the center and the units. Citizenship limits the power of member states to treat their own nationals worse than nationals of other member states. This does not eliminate the tension between center and unit (or federal and regional; EU and member state) law but should give extra weight to former over the latter. Jurisdictional issues remain, but the rise of Union citizenship means that EU law should grow to encompass any right protected or promoted by shared citizenship.

Community School of São Miguel de Machede: A decade of Learning

the Community School of São Miguel de Machede exists since 1998. A model of Community Education has been developed in this decade of existence, which not being confined to the frequent profiles of the most common approaches in Adult Education, has been the result of a process of symbiosis between a practice that normally precedes the conceptualization and a thought which has always expressed the concern of interpreting and enrich that practice. Setting on a model of learning based on the PADéCA – Program of Helping the Development of the Capacity to Learn, proposed by Berbaum (1988), the Community School of São Miguel de Machede has been developing several activities centred on a fundamental concern: to create easy and qualified accesses, in this community (council of Evora), so that the respective members can learn to exercise their principal rights of citizenship, in the territory where they live and in a circumstance of equality of opportunities in relation to the remaining fellow countrymen. Being a project with a decade of life, it is now possible to speak of a history full of stories and learning experiences, which occurred as a result of a rich interaction between the initial thoughts and impulses of the theoretical approaches and a reality full of unexpectedness, mutability and humanity resulting from the complexity that a living community presents, with a history and a present, but not always with clear and positive idea about the respective future.

Federative dynamics in the EU under the influence of EU citizenship rights in times of crisis

The federative debate has been tied to the history of the EU integration from the start. Even though the EU is a polity in formation, the comparison with the state model has limited usefulness in assessing the evolution of federative dynamics in the EU. In the context of the EU, federalism should not be regarded as a static arrangement, but rather as a process that has been unfolding despite or because of EU integration setbacks. By the same token, EU citizenship is necessarily distinct from national citizenship. Our purpose in this article is to understand the federative dynamics of the EU in relation to the emergence of a “community of rights”. We also aim to establish if, and how, the on-going crisis has triggered a change in the EU federative process as a result of the weakening/strengthening of citizenship rights.

An enriched radial point interpolation method (e-RPIM) for analysis of crack tip fields

In this paper, an enriched radial point interpolation method (e-RPIM) is developed the for the determination of crack tip fields. In e-RPIM, the conventional RBF interpolation is novelly augmented by the suitable trigonometric basis functions to reflect the properties of stresses for the crack tip fields. The performance of the enriched RBF meshfree shape functions is firstly investigated to fit different surfaces. The surface fitting results have proven that, comparing with the conventional RBF shape function, the enriched RBF shape function has: (1) a similar accuracy to fit a polynomial surface; (2) a much better accuracy to fit a trigonometric surface; and (3) a similar interpolation stability without increase of the condition number of the RBF interpolation matrix. Therefore, it has proven that the enriched RBF shape function will not only possess all advantages of the conventional RBF shape function, but also can accurately reflect the properties of stresses for the crack tip fields. The system of equations for the crack analysis is then derived based on the enriched RBF meshfree shape function and the meshfree weak-form. Several problems of linear fracture mechanics are simulated using this newlydeveloped e-RPIM method. It has demonstrated that the present e-RPIM is very accurate and stable, and it has a good potential to develop a practical simulation tool for fracture mechanics problems.

A coupled meshless technique/molecular dynamics approach for deformation characterization of monocrystalline metal

This paper presents a multiscale study using the coupled Meshless technique/Molecular Dynamics (M2) for exploring the deformation mechanism of mono-crystalline metal (focus on copper) under uniaxial tension. In M2, an advanced transition algorithm using transition particles is employed to ensure the compatibility of both displacements and their gradients, and an effective local quasi-continuum approach is also applied to obtain the equivalent continuum strain energy density based on the atomistic poentials and Cauchy-Born rule. The key parameters used in M2 are firstly investigated using a benchmark problem. Then M2 is applied to the multiscale simulation for a mono-crystalline copper bar. It has found that the mono-crystalline copper has very good elongation property, and the ultimate strength and Young's modulus are much higher than those obtained in macro-scale.

Legislating for sustainability: a framework for managing statutory rights obligations and restrictions affecting private land

The ad hoc growth of administrative controls on land use has produced an information management problem. Land registries face growing demands to record on the Torrens register particulars of rights, obligations and restrictions created under public law statutes, in order to reduce information costs, promote compliance and inform planning. As sustainable management of land and natural resources will require more legislative regulation, this paper proposes a framework of principles for the more coherent and consistent management of public law controls on private land use.

Human rights and environmental wrongs : achieving environmental justice through human rights law

The links between the environment and human rights are well established internationally. It is accepted that environmental problems impact on individuals’ and communities’ enjoyment of rights which are guaranteed to them under international human rights law. Environmental issues also impact on governments’ capacity to protect and fulfil the rights of their citizens. In addition to these links between the environment and human rights, it is argued that human rights principles offer a strategy for addressing environmental injustice. The justice implications of environmental problems are well documented, with many examples where pollution, deforestation or other degradation disproportionately impacts upon poorer neighbourhoods or areas populated by minority groups. On the international level, there are environmental injustices which exist between developed and developing states. Further, there are also potential injustices for future generations. This paper investigates the role of human rights principles in addressing these instances of environmental injustice, and argues that the framework of human rights norms provides an approach to environmental governance which can help to minimise injustice and promote the interests of those groups who are most adversely affected. Further, it suggests that the human rights enforcement mechanisms which exist at international law could be utilised to lend more weight to claims for more equitable environmental policies.

Reasonable adjustment and the assessment of students with disabilities: Australian legal issues and trends

Student assessment is particularly important, and particularly controversial, because it is the means by which student achievement is determined. Reasonable adjustment to student assessment is of equal importance as the means of ensuring the mitigation, or even elimination, of disability related barriers to the demonstration of student achievement. The significance of reasonable adjustment is obvious in the later years of secondary school, and in the tertiary sector, because failure to adjust assessment may be asserted as the reason a student did not achieve as well as anticipated or as the reason a student was excluded from a course and, as a result, from future study and employment opportunities. Even in the early years of schooling, however, assessment and its management are a critical issue for staff and students, especially in an education system like Australia’s with an ever increasing emphasis on national benchmarks testing. This paper will explain the legislation which underpins the right to reasonable adjustment in education in Australian schools. It will give examples of the kinds of adjustment which may be made to promote equality of opportunity in the area of assessment. It will also consider some of the controversies which have confronted, or which, it may be speculated, are likely to confront Australian education institutions as they work towards compliance with reasonable adjustment laws.

Real estate issues associated with the implementation of a carbon trading framework : a rural landholders perspective

The issue of carbon sequestration rights has become topical following the United Nations Convention on Climate Change and the subsequent Kyoto Protocol which identified emissions trading as one of the mechanisms to reduce greenhouse gas emissions. The Australian Government has responded by initiating the Garnaut Climate Change Review which in its final report, proposed that an emissions trading scheme be introduced and set out some of the desirable features of such a trading scheme. This proposal has been the subject of much debate and at this stage there still seems to be little clarity surrounding the topic of emissions trading in Australia. The treatment of rights to carbon sequestered in vegetation is also an issue when reconciled with the system of land tenure and ownership in many jurisdictions. These carbon property rights are treated differently in different Australian and international jurisdictions ranging from recognition of their new and unique nature to fitting them within a more established common law framework, e.g.a profit a prendre. This paper identifies the treatment of these sequestered carbon rights within the wider property rights framework in Australia and considers issues that this treatment may inflict on land holders when there is a fracturing of ownership between the rights of the carbon in vegetation and the ownership of the land.

ACE research vignette 013 : does policy for women's entrepreneurship promote gender equality, or not?

This series of research vignettes is aimed at sharing current and interesting research findings from our team and other international Entrepreneurship researchers. In this vignette, Professor Helene Ahl from Jonkoping University considers the consequences for gender equality of policy for women's entrepreneurship in two countries with distinctly different welfare state regimes.

The assessment of students with disabilities : the Australian law as to reasonable adjustment and academic integrity

This paper explains the legislation which underpins the right to reasonable adjustment in education for students with disabilities in Australian schools. It gives examples of the kinds of adjustment which may be made to promote equality of opportunity in the area of assessment. It also considers how the law has constructed the border between reasonable adjustment and academic integrity.