The Harmonization of Civil and Commercial Law in Europe

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580 pages

The "Europeanization" of European private law has recently received much scrutiny and attention. Harmonizing European systems of law represents one of the greatest challenges of the 21st century. In effect, it is the adaptation of national laws into a new supra-national law, a process that signifies the beginning of a new age in Europe. This volume seeks to frame the creation of a new European Common Law in the context of recent events in European integration.

Engaged in timely and cutting edge research, the authors cast into fine relief the building of a European Common Law. The work is envisioned as a guide and written in a research friendly style that includes text inserts and an extensive bibliography. In particular, this book seeks to orient lawmakers, as well as those individuals interested in EU law, in the intricacies of consumer protection, contractual law, timesharing, and other important aspects in the harmonization of domestic and EU law books. The detailed analysis and research this volume accomplishes is invaluable to those scholars and lawmakers who are the next generation of European leaders.


Chapter I: Consumer Protection and the Law of Contracts
1. Social and Economic Policy in Consumer Protection
2. The Historical Development of Consumer Protection by Community Institutions
3. Beyond a Definition of ‘Consumer’
4. ‘The Relevant Issues in the Domestic Private Laws of Member States
5. The Consequences of Community Intervention in the Law of Contracts
6. A New Taxonomy: Consumer Contracts
7. The Limits of Consumer Protection
8. The Legal Instruments for Consumer Protection: Procedural Fairness and International Private Law
9. Contracts Negotiated away from Business Premises
9.1. Examples of National Transposition
10. Package Travel, Package Holidays and Package Tours Contracts
10.1. Examples of National Transposition
11. Unfair Terms in Consumer Contracts
11.1. The Implementation of Directive 93/13 in Member States
11.2. The Reception of Directive 93/13 in CEECs
12. Timesharing
12.1. Examples of National Transposition
13. Distance Contracts
13.1. Examples of National Transposition
14. The Directive on Injunctions and New Systems of Protection
14.1. Examples of National Transposition
15. Improving Consumer Access to Justice in Cross-Border Disputes
16. Sale of Consumer Goods and Associated Guarantees
16.1. Examples of National Transposition
17. Electronic Signatures
17.1. Examples of National Transposition
18. E-commerce
Bibliography Chapter I

Chapter II: Product Liability
1. Product Liability in the Member States before the 1985 Directive
2. The Aims of the Directive on Product Liability
3. Some Features of the Community Regime
4. Implementation of the Directive in Member States
5. The Cost of Harmonizing National Legal Systems
6. No Harmonization at all?
7. The Transposition of the Directive in the CEECs
8. The Directives on General Product Safety
9. Draft Directives on the Liability of Service Providers and Liability for Environmental Damage
Bibliography Chapter II

Chapter III: Insurance, Credit and Financial Industries: Investment, Saving and Consumer Protection
1. Insurance Services
1.1. The First and Second Generation Directives
1.2. Third Generation Directives
1.3. The Life Assurance Sector
1.4. The Latest Developments
2. Indirect Protection of the Interests of Clients
3. New Types of Insurance Contracts Ruled by the Directives
4. Civil Liability Deriving from Motor Vehicle Use
5. Banking Services
6. Community Legislation Relevant to the Banking Sector
6.1. The Second Banking Directive and its Principles
6.2. The Creation of a Single Banking Market
7. Indirect Protection of the Interests of Investors and Savers
8. Consumer Credit Contracts
8.1. The Directive on Consumer Credit
8.2. The Reform of Consumer Credit Contracts
9. Financial Services
10. Community Legislation Relevant to the Financial Sector
10.1. Stock Exchanges and other Securities Markets
10.2. Second Generation Securities Directives
10.3. A Single European Market in Investment Services
10.4. The Ongoing Transformation of the Financial Sector
11. Indirect Protection of the Interests of Investors and Savers
12. Harmonization of National Laws on Financial Services
13. Harmonization of CEECs Legal Systems
13.1. Banking and Financial Services
13.2. Insurance Services
Bibliography Chapter III

Chapter IV Company Law
1. Reasons for Harmonization of Company Law
1.1. Harmonization of the Rules of Private International Law
1.2. Harmonization of the Rules of Substantive Private Law
2. Limits of Harmonization of Company Law
3. The Sources of Company Law
4. Community Strategies of Intervention
5. New Strategies of Intervention in Company Law
6. Harmonization within Member States
7. Harmonization in the CEECs
8. The Requirements for Disclosure, Validity of Obligations, and Nullity of Limited Liability Companies
8.1. Examples of Transposition in the Member States and CEECs
9. The Formation of Public Limited Liability Companies and the Maintenance and Alteration of their Capital
9.1. Examples of National Transposition
10. National Mergers and Divisions
10.1. Examples of National Transposition
11. The Rules on Annual Accounts of Certain Types of Companies
11.1. The Convergence of Accounting Standards at International Level
11.2. Examples of National Transposition
12. The Consolidated Accounts
12.1. Examples of National Transposition
13. The Directive on Persons Responsible for Carrying out the Statutory Audits of Accounting Documents
13.1. Examples of National Transposition
14. Disclosure of Branch Offices
14.1. Examples of National Transposition
15. Single-Member Private Limited Liability Companies
15.1. Examples of National Transposition
16. Takeover bids
17. Directives not yet Approved
17.1. Draft Fifth Directive
17.2. Draft Ninth Directive
17.3. Draft Tenth Directive
17.4. Draft Fourteenth Directive
18. New Supra-National Models
19. The European Economic Interest Grouping
20. The European Company
21. The European Cooperative Society
22. Draft Regulations for the European Mutual Society and the European Association
Bibliography Chapter IV

Chapter V: Industrial and Commercial Property Rights
1. Industrial and Commercial Property Rights in the Single Market
2. The Doctrine of Exhaustion of Rights
3. The European Patent and the Community Patent
4. The Community Trademark
4.1. Directive 89/104
4.2. Some Examples of National Transposition
4.3. Regulation 40/94
5. Industrial Designs and Utility Models
6. Copyright and Author’s Right
6.1. Copyright and Neighboring Rights in the Community Directives
7. Designations of Origin
8. Biotechnological Inventions and Genetically Modified Organisms
9. Industrial and Commercial Property Rights in the CEECs
Bibliography Chapter V

Chapter VI: Competition Law
1. Origins and Reasons for Competition Law
2. Sources of Community Law for Regulating Competition
3. The Competence of the Commission
4. Article 81 TEC: Agreements and Concerted Practices between Undertakings
5. The Exemptions
6. Negative Clearances
7. Art. 82 TEC: The Abuse of Dominant Position
8. Art. 87 TEC: State Aid
9. Community Regulations on Concentrations
10. Competition Law in the Member States
11. Competition Law in the CEECs
12. The Relationship between Community and National Level in the Field of Competition
Bibliography Chapter VI

List of Abbreviations