Patent pools and competition law : an examination of the enforcement strategies of competition authorities

"Mémoire présenté à la Faculté des études supérieures en vue de l'obtention du grade de maîtrise en droit, option recherche"

Management renewal? Consequences of the new conception of the “best interests of the corporation” in North American and French Corporate Law

Corporate law integrates a stakeholder conception through the comprehensive meaning of the best interests of the corporation. In this paper, I address criticisms about classical definition of the firm’s purpose. Even if American law is more discreet and uncertain, it is possible to defend a broad conception of the best interests of the corporation. The interests of Canadian and French firms include their partners. While the notion of intérêt social is debatable in France, Canada has recently modified its point of view regarding the purpose of the firm. Indeed, the decision of the Supreme Court of Canada Magasins à rayons Peoples Inc. (Syndic de) v. Wise in 2004 changed the concept of corporate law. With respect to fiduciary duties, the Supreme Court set aside the traditional interpretation of the “best interests of the corporation” which gave primacy to shareholders’ interests. The Court held that the expression “best interests of the corporation” refers to the maximization of the corporation’s value. This innovative vision of the best interest of the corporation introduces stakeholder theory and corporate social responsibility (CSR) into corporate law and provides a new field for the firm’s management to frame their responsibilities. This paper concludes with an extended discussion of the implications of stakeholder and CSR influence for the future of corporate law, economy and financial researches.

Big Data: Wrongs and Rights by Andrew Cormack (WAIS Seminar)

Abstract: Big Data has been characterised as a great economic opportunity and a massive threat to privacy. Both may be correct: the same technology can indeed be used in ways that are highly beneficial and those that are ethically intolerable, maybe even simultaneously. Using examples of how Big Data might be used in education - normally referred to as "learning analytics" - the seminar will discuss possible ethical and legal frameworks for Big Data, and how these might guide the development of technologies, processes and policies that can deliver the benefits of Big Data without the nightmares. Speaker Biography: Andrew Cormack is Chief Regulatory Adviser, Jisc Technologies. He joined the company in 1999 as head of the JANET-CERT and EuroCERT incident response teams. In his current role he concentrates on the security, policy and regulatory issues around the network and services that Janet provides to its customer universities and colleges. Previously he worked for Cardiff University running web and email services, and for NERC's Shipboard Computer Group. He has degrees in Mathematics, Humanities and Law.

The changing nature of UK construction professional service firms

Professional services firms (PSFs) have been the subject of much attention in the literature in recent years, ranging across a number of distinct but related disciplines including economics, sociology, organization and management studies. Analysis has tended to concentrate on law and accounting firms in particular, and although there is a growing academic interest in construction/built environment professional services firms (CPSFs), these have received much less scrutiny. However, many of the changes taking place among PSFs – in particular, growth in firm size, moves towards external ownership and greater service/geographical diversification – are also taking place among the larger CPSFs. The CPSF sector is not especially well documented and there is little understanding of the motives for, and implications of, these changes in the firms, their clients and wider society. CPSFs are reviewed in the context of the more general PSF literature and a set of questions is posed for future research on CPSFs. These questions include the need to understand the implications of firm type on performance, the form of ownership that might confer the greatest financial benefits for different stakeholder groups, and the wider societal consequences of continuing growth in size and diversification of CPSFs.

Innovation diffusion across firms

This chapter seeks to add to the study of innovation diffusion as enacted within the UK construction sector. Whereas using relevant theoretical frames as touch points, the chapter maps out challenges associated with understanding innovation diffusion within the UK construction sector. Central to the argument developed here is just how diverse the UK construction sector is, resulting in the need to focus upon a specific constituent perspective within the sector. It is argued that constituents of the UK construction sector experience the reality of innovation diffusion differently. The chosen focus here is medium-size and typically regionally based construction firms rather than the big guns, because statistics continually demonstrate that this group of smaller firms undertake more than 80% of the sector’s output. As is pointed out in other chapters in the present volume, and as argued theoretically in the industrial network perspective of chapter 7, firms do not innovate in a vacuum. Innovation and diffusion occur within networks of firms typically around a project. A framework drawing upon empirical data is provided to additional insight on the process and the interconnections. It is argued here that the unit of analysis or level of understanding termed the firm can actually be fairly unhelpful for understanding innovation and its manifestation and diffusion within the broader UK construction sector, because this occurs across networks of firms.

Location choices of multinational firms in Europe: the role of EU cohesion policy

Using data on 5509 foreign subsidiaries established in 50 regions of 8 EU countries over the period 1991–1999, we estimate a mixed logit model of the location choice of multinational firms in Europe. In particular, we focus on the role of EU Cohesion Policy in attracting foreign investors from both within and outside Europe. We find that, after controlling for the role of agglomeration economies as well as a number of other regional and country characteristics and allowing for a very flexible correlation pattern among choices, Structural and Cohesion funds allocated by the EU to laggard regions have indeed contributed to attracting multinationals. These policies as well as other determinants play a different role in the case of European investors as opposed to non-European ones.

The role of big data in governance: a regulatory and legal perspective of analytics in global financial services

This paper discusses how global financial institutions are using big data analytics within their compliance operations. A lot of previous research has focused on the strategic implications of big data, but not much research has considered how such tools are entwined with regulatory breaches and investigations in financial services. Our work covers two in-depth qualitative case studies, each addressing a distinct type of analytics. The first case focuses on analytics which manage everyday compliance breaches and so are expected by managers. The second case focuses on analytics which facilitate investigation and litigation where serious unexpected breaches may have occurred. In doing so, the study focuses on the micro/data to understand how these tools are influencing operational risks and practices. The paper draws from two bodies of literature, the social studies of information systems and finance to guide our analysis and practitioner recommendations. The cases illustrate how technologies are implicated in multijurisdictional challenges and regulatory conflicts at each end of the operational risk spectrum. We find that compliance analytics are both shaping and reporting regulatory matters yet often firms may have difficulties in recruiting individuals with relevant but diverse skill sets. The cases also underscore the increasing need for financial organizations to adopt robust information governance policies and processes to ease future remediation efforts.

The impact of big-boxes on local retail : What happens when IKEA comes to town?

The development of large discount retailers, or big-boxes as they are sometimes referred to, are often subject to heated debate and their entry on a market is greeted with either great enthusiasm or dread. For instance, the world’s largest retailer Wal-Mart (Forbes 2014) has a number of anti- and pro-groups dedicated to its being and the event of a Wal-Mart entry tends to be met with protests and campaigns (Decamme 2013) but also welcomed by, for instance, consumers (Davis & DeBonis 2013). Also in Sweden, the entry of a big box is a hot topic and before IKEA’s opening i Borlänge 2013, the first in Sweden in more than five years, great expectations were mixed with worry (Västerbottens-Kuriren 2011).The presence of large scale discount retailers is not, however, a novel phenomenon but a part of a long-term change in retailing that has taken place globally over the past couple of decades (Taylor & Smalling, 2005). As noted by Dawson (2006), the trend in Europe has over the past few decades gone towards an increasing concentration of large firms along with a decrease of smaller firms.This trend is also detectable in the Swedish retail industry. Over the past decade, the retailing industry in Sweden has increased by around 190 Billion SEK, and its share of GDP has risen from 2,7% to 2,9%, while the number of employees have increased from 200 000 to 250 000 (HUI 2013). This growth, however, has not been distributed evenly but rather it has been oriented mainly towards out-of-town retail clusters. Parallel to this development, the number of large retailers has risen at the expense of market shares of smaller independent firms (Rämme et al 2010). Thereby, the presence of large scale retailers is simply part of a changing retail landscape.The effects of this development, where large scale retailing agents relocate shopping to out-of-town shopping areas, have been heavily debated. On the one hand, the big-boxes are accused of displacing independent small retail businesses in the city-centers and the residential areas, resulting in, to some extent, reduced employment opportunities and less availability for the consumers - especially the elderly (Ljungberg et al 2006). In addition, as access to shopping now tends to require some sort of a motorized vehicle, environmental aspects to the discussion have emerged. Ultimately these types of concerns have resulted in calls for regulations against this development (Olsson 2010). On the other hand, the proponents of the new shopping landscape argue that this evolution implies productivity gains, the benefits of lower prices and an increased variety of products (Maican & Orth 2012). Moreover it is argued that it leads to, for instance, better services (such as longer opening hours) and a creative destruction transformation pressure on retailers, which brings about a renewal of city-centerIIretail and services, increasing their attractivity (Bergström 2010). The belief in benefits of a big box entry can be exemplified by the attractivity of IKEA, and the fact that municipalities are prepared to commit to expenses amounting up to hundreds of millions in order to attract the entry of this big-box. Borlänge municipality, for instance, agreed to expenses of about 350 million SEK in order to secure the entry of IKEA, which opened in 2013 (Blomgren 2009).Against this backdrop, the overall effects of large discount retailers become important: Are the economic benefits enough to warrant subsidies or are there, on the contrary, some very compelling grounds for regulations against these types of establishments? In other words; how is overall retail in a region where a store like IKEA enters affected? And how are local retail firms affected?In order to answer these questions, the purpose of this thesis is to study how entry of a big-box retailer affects the entry region. The object of this study is IKEA - one of the world’s largest retailers, with 345 stores, active in over 40 countries and with profits of about 3.3 billion (IKEA 2013; IKEA 2014). By studying the effects of IKEA-entry, both on an aggregated level and on firm level, this thesis intends to find indications of how large discount retail establishments in general can be expected to affect the economic development both in a region overall, but also on the local firm level, something which is of interest to both policymakers as well as the retailing industry in general.The first paper examines the effects of IKEA on retail revenues and employment in the municipalities that IKEA chose to enter between 2000 and 2011; Gothenburg, Haparanda, Kalmar and Karlstad. By means of a matching method we first identify non-entry municipalities that have a similar probability of IKEA entry as the true entry municipalities. Then, using these non-entry municipalities as a control group, the causal effects of IKEA entry can be estimated using a treatment-control approach. We also extend the analysis to examine the spatial impact of IKEA by estimating the effects on retail in neighboring municipalities. It is found that a new IKEA store increases revenues in durable goods trade with 20% in the entry municipality and the number of employees with 17%. Only small, and in most cases statistically insignificant, negative effects were found in neighboring municipalities.It appears that there is a positive net effect on durables retail sales and employment in the entry municipality. However, the analysis is based on data on an aggregated municipality level and thereby it remains unclear if and how the effects vary within the entry municipalities. In addition, the data used in the first study includes the sales and employment of IKEA itself, which could account for the majority of the increases in employment and retail. Thereby the potential spillover effects on incumbent retailers in the entry municipalities cannot be discerned in the first study.IIITo examine effects of IKEA entry on incumbent retail firms, the second paper in this thesis analyses how IKEA entry affects the revenues and employment of local retail firms in three municipalities; Haparanda, Kalmar and Karlstad, which experienced entry by IKEA between 2000 and 2010. In this second study, we exclude Gothenburg due to the fact that big-box entry appears to have weaker effects in metropolitan areas (as indicated by Artz & Stone 2006). By excluding Gothenburg we aim to reduce the geographical heterogeneity in our study. We obtain control municipalities that are as similar as possible to the three entry municipalities using the same method as in the previous study, but including a slightly different set of variables in the selection equation. Using similar retail firms in the control municipalities as our comparison group, we estimate the impact of IKEA entry on revenues and employment for retail firms located at varying distances from the IKEA entry site.The results generated in this study imply that entry by IKEA increases revenues in incumbent retail firms by, on average, 11% in the entry municipalities. In addition, we do not find any significant impact on retail revenues in the city centers of the entry municipalities. However, we do find that retail firms within 1 km of the IKEA experience increases in revenues of about 26%, which indicates large spillover effects in the area nearby the entry site. As expected, this impact decreases as we expand the buffer zone: firms located between 0-2 km experiences a 14% increase and firms in 2-5 km experiences an increase of 10%. We do not find any significant impacts on retail employment.

The new Brazilian bankruptcy law and its impacts on the credit market

No início de 2005, uma nova Lei de Falências foi aprovada pelo Congresso Nacional, entrando em meados de junho do mesmo ano. A nova legislação ampliou o grau de proteção ao credor em muitos aspectos. Este artigo busca investigar algumas das consequências empíricas dessa nova lei sobre o mercado de crédito, utilizado dados de firmas argentinas, brasileiras, chilenas e mexicanas para estimar dois modelos para dados em painel: o primeiro com tendências específicas para cada firma e o outro com tendência macro comum às firmas de um mesmo país. A estimação dos dois modelos produziu resultados similares. Foram encontrados impactos significativos sobre a oferta de crédito, o custo da dívida e a oferta de crédito segurado, não-segurado e de longo prazo. Não foram encontrados impactos sobre o total de dívida de curto prazo.

New challenges for international economic law teaching and research in México: Mexico’s outstanding waves of reforms

This position paper argues that at this time of Mexico’s ongoing big transformation, legal educators and researchers in Mexico need to pay greater attention to international economic law, and that a renewal and perhaps some re-orientation of the approach to teaching international economic law, could provide significant contributions to and shape and support both the objectives and outcomes of reform in Mexico. International Economic Law courses and research can be made more useful, not only for students themselves, but also for their contribution towards the role that academics, lawyers, and other epistemic communities need to play in the political, economic and social evolution that is accelerating in Mexico.

The certification role of venture capitalists, top underwriters and big-n auditors in ipos

Esta tese avalia o impacto dos principais atores recorrentes durante o processo de IPO, em particular, o venture capitalist, o underwriter, e o auditor, sobre as condições de comercialização das ações da empresa, capturado pelo bid-ask spread, a fração de investidores institucionais que investem na empresa, a dispersão de capital, entre outros. Além disso, este estudo também analisa alguns benefícios que os fundos de Venture Capital (VCs) fornecem às empresas que eles investem. Ele investiga o papel dos VCs em dificultar o gerenciamento de resultados em IPOs e quantifica o papel desempenhado por eles no desempenho operacional das empresas após sua oferta inicial de ações. No primeiro capítulo, os resultados indicam que as empresas inflam seus resultados principalmente nos períodos pré-IPO e do IPO. Quando nós controlamos para os quatro períodos diferentes do IPO, observamos que IPOs de empresas investidas por VCs apresentam significativamente menos gerenciamento de resultados no IPO e em períodos seguintes à orfeta inicial das ações, exatamente quando as empresas tendem a inflar mais seus lucros. Este resultado é robusto a diferentes métodos estatísticos e diferentes metodologias usadas para avaliar o gerenciamento de resultados. Além disso, ao dividir a amostra entre IPOs de empresas investidas e não investidas por VCs, observa-se que ambos os grupos apresentam gerenciamento de resultados. Ambas as subamostras apresentam níveis de gerenciamento de resultados de forma mais intensa em diferentes fases ao redor do IPO. Finalmente, observamos também que top underwriters apresentam menores níveis de gerenciamento de resultados na subamostra das empresas investidas por VCs. No segundo capítulo, verificou-se que a escolha do auditor, dos VCs, e underwriter pode indicar escolhas de longo prazo da empresa. Nós apresentamos evidências que as características do underwriter, auditor, e VC têm um impacto sobre as características das empresas e seu desempenho no mercado. Além disso, estes efeitos são persistentes por quase uma década. As empresas que têm um top underwriter e um auditor big-N no momento do IPO têm características de mercado que permanecem ao longo dos próximos 8 anos. Essas características são representadas por um número maior de analistas seguindo a empresa, uma grande dispersão da propriedade através de investidores institucionais, e maior liquidez através um bid-ask spread menor. Elas também são menos propensas a saírem do mercado, bem como mais propensas à emissão de uma orferta secundária. Finalmente, empresas investidas por VCs são positivamente afetadas, quando consideramos todas as medidas de liquidez de mercado, desde a abertura de capital até quase uma década depois. Tais efeitos não são devido ao viés de sobrevivência. Estes resultados não dependem da bolha dot-com, ou seja, os nossos resultados são qualitativamente similares, uma vez que excluímos o período da bolha de 1999-2000. No último capítulo foi evidenciado que empresas investidas por VCs incorrem em um nível mais elevado de saldo em tesouraria do que as empresas não investidas. Este efeito é persistente por pelo menos 8 anos após o IPO. Mostramos também que empresas investidas por VCs estão associadas a um nível menor de alavancagem e cobertura de juros ao longo dos primeiros oito anos após o IPO. Finalmente, não temos evidências estatisticamente significantes entre VCs e a razão dividendo lucro. Estes resultados também são robustos a diversos métodos estatísticos e diferentes metodologias.

Innovation and economic performance of the firms in the service sector: relevant issues and open problems

This thesis is a collection of essays related to the topic of innovation in the service sector. The choice of this structure is functional to the purpose of single out some of the relevant issues and try to tackle them, revising first the state of the literature and then proposing a way forward. Three relevant issues has been therefore selected: (i) the definition of innovation in the service sector and the connected question of measurement of innovation; (ii) the issue of productivity in services; (iii) the classification of innovative firms in the service sector. Facing the first issue, chapter II shows how the initial width of the original Schumpeterian definition of innovation has been narrowed and then passed to the service sector form the manufacturing one in a reduce technological form. Chapter III tackle the issue of productivity in services, discussing the difficulties for measuring productivity in a context where the output is often immaterial. We reconstruct the dispute on the Baumol’s cost disease argument and propose two different ways to go forward in the research on productivity in services: redefining the output along the line of a characteristic approach; and redefining the inputs, particularly analysing which kind of input it’s worth saving. Chapter IV derives an integrated taxonomy of innovative service and manufacturing firms, using data coming from the 2008 CIS survey for Italy. This taxonomy is based on the enlarged definition of “innovative firm” deriving from the Schumpeterian definition of innovation and classify firms using a cluster analysis techniques. The result is the emergence of a four cluster solution, where firms are differentiated by the breadth of the innovation activities in which they are involved. Chapter 5 reports some of the main conclusions of each singular previous chapter and the points worth of further research in the future.

Reti di partecipazione fra società di capitale in Italia: presenza di topologie caratterizzate da distribuzioni power law

Quando la probabilità di misurare un particolare valore di una certa quantità varia inversamente come potenza di tale valore, il quantitativo è detto come seguente una power-law, conosciuta anche come legge di Zipf o distribuzione di Pareto. Obiettivo di questa tesi sarà principalmente quello di verificare se il campione esteso di imprese segue la power-law (e se sì, in che limiti). A tale fine si configureranno i dati in un formato di rete monomodale, della quale si studieranno alcune macro-proprietà di struttura a livllo complessivo e con riferimento alle componenti (i singoli subnet distinti) di maggior dimensione. Successivamente si compiranno alcuni approfondimenti sulla struttura fine di alcuni subnet, essenzialmente rivolti ad evidenziare la potenza di unapproccio network-based, anche al fine di rivelare rilevanti proprietà nascoste del sistema economico soggiacente, sempre, ovviamente, nei limiti della modellizzazione adottata. In sintesi, ciò che questo lavoro intende ottenere è lo sviluppo di un approccio alternativo al trattamento dei big data a componente relazionale intrinseca (in questo caso le partecipazioni di capitale), verso la loro conversione in "big knowledge": da un insieme di dati cognitivamente inaccessibili, attraverso la strutturazione dell'informazione in modalità di rete, giungere ad una conoscenza sufficientemente chiara e giustificata.

A Law and Economics Analysis of Trade Secrets: Optimal Scope of Law, Misappropriation and Alternative Damages Regimes

This thesis is primarily based on three core chapters, focused on the fundamental issues of trade secrets law. The goal of this thesis is to come up with policy recommendations to improve legal structure governing trade secrets. The focal points of this research are the following. What is the optimal scope of trade secrets law? How does it depend on the market characteristics such as degree of product differentiation between competing products? What factors need to be considered to balance the contradicting objectives of promoting innovation and knowledge diffusion? The second strand of this research focuses on the desirability of lost profits or unjust enrichment damage regimes in case of misappropriation of a trade secret. A comparison between these regimes is made and simple policy implications are extracted from the analysis. The last part of this research is an empirical analysis of a possible relationship between trade secrets sharing and misappropriation instances faced by firms.