This chapter deals with abuses committed in the trading of shares, with particular reference to insider dealing and market manipulation, and the laws intended to control them. The chapter considers forms of control to prevent market abuse under three key pieces of legislation: Regulation (EU) No 596/2014, the Criminal Justice Act 1993 and the Financial Services Act 2012. It looks at regulations governing disclosure to regulated markets and the fiduciary duty of directors, and offences involving insider dealing and creating a false market. The chapter analyses a particularly significant case: Percival v Wright [1902] 2 Ch 421.
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Chapter
This chapter deals with abuses committed in the trading of shares, with particular reference to insider dealing and market manipulation, and the laws intended to control them. The chapter considers forms of control to prevent market abuse under three key pieces of legislation: Regulation (EU) No 596/2014, the Criminal Justice Act 1993 and the Financial Services Act 2012. It looks at regulations governing disclosure to regulated markets and the fiduciary duty of directors, and offences involving insider dealing and creating a false market. The chapter analyses a particularly significant case: Percival v Wright [1902] 2 Ch 421.
Chapter
Justine Pila and Paul L.C. Torremans
This chapter focuses on EU law on unfair competition. Unfair competition law is concerned with fair play in commerce. It normally acts in tandem with its more powerful, but much more narrowly focused, counterpart competition law. Together they are generally regarded as necessary in order to steer competition along an orderly course. And they thereby contribute to promoting an efficient market system that serves the interests of all participants. While there is no single EU instrument that deals with unfair competition law as a whole, there is a significant level of EU legislative intervention in relation to comparative and misleading advertising and in relation to unfair business-to-consumer commercial practices; each of these are discussed in detail.
Chapter
This chapter examines the power to harmonize (that is, the power to adopt legislative acts and the possibility to supplement them by non-legislative acts), the different approaches to harmonization adopted by the Union, and the problem of the implementation and enforcement of Union standards. By setting harmonized standards, EU law enables goods, persons, services, and capital to move freely. When viewed from this perspective, harmonization is the complement of the four freedoms. However, it remains a sensitive matter both legally and politically. It also examines the evolution of the digital internal market.
Chapter
This chapter examines the power to harmonize (that is, the power to adopt legislative acts and the possibility to supplement them by non-legislative acts), the different approaches to harmonization adopted by the Union, and the problem of the implementation and enforcement of Union standards. By setting harmonized standards, EU law enables goods, persons, services, and capital to move freely. When viewed from this perspective, harmonization is the complement of the four freedoms. However, it remains a sensitive matter both legally and politically. The chapter also examines the evolution of the digital internal market.
Chapter
This chapter discusses the meaning and role of regulatory strategy in English and EU environmental law. Regulatory strategy is often thought of as an instrument to achieve certain environmental protection ends but the chapter argues that, despite the availability of a plethora of regulatory tools to implement them, regulators often face significant challenges to act in a strategic manner and to turn environmental regulatory strategy into an effective instrument of behavioural change. Against this background the chapter outlines the strengths and weaknesses of the key regulatory strategies currently adopted by both public and private regulators in a range of jurisdictions.
Chapter
Clare Firth, Jennifer Seymour, Lucy Crompton, Helen Fox, Frances Seabridge, Jennifer Seymour, and Elizabeth Smart
This chapter begins with a description of how the legal services market has undergone recent change, with the Solicitors Regulation Authority’s (SRA) Principles and Codes of Conduct within the Standards and Regulations replacing the previous outcomes-focused regulation code (OFR Code). It considers what being a member of the profession and a good solicitor means, the Principles, relevant paragraphs of the Codes of Conduct, the Transparency Rules, and the SRA’s Enforcement Strategy currently in force. It explains how the recent changes have widened legal services provision and introduced further flexibility into how solicitors and firms justify their compliance with the regulations. It then looks at the practical application of the principles and paragraphs which are most relevant to readers at this stage of their legal career as a student (covering practical examples relevant to each core legal practice area) and trainee.
Chapter
Part V of this text looked at the rules relating to corporate finance and transparency. An important justification for corporate disclosure is the need to ensure that sufficient information is publicly available, so that a company’s securities can be accurately priced. Certain persons may seek to benefit from non-publicly available information to benefit themselves or engage in conduct designed to manipulate a company’s share price. This additional online chapter discusses the law’s response to this issue by discussing the offence of insider dealing, the market abuse regime, and the offences relating to financial services.
Chapter
Iris Chiu and Joanna Wilson
This chapter addresses the UK bank supervision and regulatory architecture. Although banking business has existed in England since the seventeenth century, banks enjoyed no formal system of regulation until the introduction of the Banking Act of 1979. Over the years, the scope and intensity of regulation increased. After the global financial crisis, further changes were made to bank regulation as well as the regulatory architecture in the UK for bank regulation. The regulatory architecture introduced in April 2013 is characterised as ‘twin peaks’, that is, having two main agencies that are responsible for different regulatory objectives. The Prudential Regulation Authority (PRA) is responsible for ‘prudential’ objectives—that is, the solvency and financial soundness of financial institutions—while the Financial Conduct Authority (FCA) is responsible for conduct of business and market regulation, including promoting competition. The PRA and FCA enjoy a wide berth of rule-making and enforcement powers.
Book
Sir Ross Cranston, Emilios Avgouleas, Kristin van Zwieten, Christopher Hare, and Theodor van Sante
Principles of Banking Law provides an authoritative take on banking and services law, with coverage of global banking regulation, payment systems, capital markets, and trade finance. The text takes an international perspective, helping locate domestic banking law and financial law in its wider context. It takes a themed, policy-oriented approach to the subject. The text is composed of four parts. The first part looks at banks and bank regulation. Part II considers banks and customers. Part III examines payment and payment systems. The final part looks at banks and finance.
Chapter
This chapter examines the statutory regulation of redundancy, together with the extent to which a statutory redundancy payment offers sufficient compensation for the loss of the employee’s job, and the financial and emotional disruption caused by the need to search for other employment. It considers other protections available to the employee who is about to be, or has been, made redundant. It then assesses the evolution of the present statutory regime and whether it strikes an appropriate balance between the personal financial costs and adverse social costs shouldered by UK taxpayers and the economy on the one hand, and the costs to the productive economy and the labour market on the other. The alternatives to redundancy are also addressed.
Chapter
All books in this flagship series contain carefully selected substantial extracts from key cases, legislation, and academic debate, providing able students with a stand-alone resource. This chapter reviews the loan contract and the controls that the law has imposed to protect the borrower. The level of protection differs according to the nature of the borrower and the type of security transaction. Market regulation of the residential mortgage market has increased protection for domestic borrowers. Vitiating factors, particularly undue influence, have impacted upon the creation of collateral mortgages of the family home to secure commercial borrowing. Equitable protection has been provided by controls against penalties and oppressive and unconscionable terms, as well as by protection of the borrower’s equity of redemption. Statutory consumer protection now offers more effective protection to domestic borrowers. The common law, equitable, and statutory control mechanisms are then described and applied to demonstrate the protection they afford against particular mortgage terms, for instance to control rates of interest and other costs associated with borrowing.
Chapter
Clare Firth, Jennifer Seymour, Lucy Crompton, Helen Fox, Frances Seabridge, Jennifer Seymour, and Elizabeth Smart
This chapter first introduces the regulation of financial services. It puts the Financial Services and Markets Act 2000 (FSMA 2000) into context and explains the need for authorisation under the Act. It considers what is covered by the general prohibition as well as the meanings of ‘regulated activity’ and ‘specified investment’. The chapter then discusses the position of solicitors, specifically those who are regulated by the Law Society, a designated professional body. The FSMA 2000 has been amended by the Financial Services Act 2012. This introduced changes to the regulation of financial services, including the renaming of the Financial Services Authority as the Financial Conduct Authority.
Chapter
17. Competition Law
Private Undertakings
This chapter assesses the EU competition law on private undertakings. The relevant Treaty section is here built upon three pillars. The first pillar deals with anticompetitive cartels and can be found in Article 101 of the Treaty on the Functioning of the European Union (TFEU). The second pillar concerns situations where a dominant undertaking abuses its market power and is found in Article 102. The third pillar is unfortunately invisible, for when the Treaties were concluded, they did not mention the control of mergers. This constitutional gap has never been closed by later Treaty amendments, yet it has received a legislative filling in the form of the EU Merger Regulation.
Chapter
This chapter provides an introduction to, and basis for, the material discussed in the subsequent chapters. It introduces some relevant concepts of microeconomics including demand curves, consumer and producer surplus, elasticity of demand, and economies of scale and scope. It discusses the model of perfect competition and the concepts of allocative, productive and dynamic efficiency; the problems in competition terms of monopoly and oligopoly; and the concept of welfare, particularly consumer welfare and total welfare. It considers various schools of competition analysis and theories and concepts relevant to competition law. It discusses the possible objectives of competition law, and particularly considers what objectives are pursued by EU competition law. The chapter also looks at US antitrust law; competition law and the digital economy; competition law and regulation; and at some basic issues in the application of EU competition law.
Chapter
This chapter examines the competition policy in the European Union (EU), discusses the economics of the social market, and describes the structure and objectives of EU competition provisions and policy. The chapter focuses on Articles 101 and 102 TFEU and covers the basic principles established by Regulation 1/2003. It highlights the decentralisation of the enforcement of competition policy. It also explores policies on competition with third countries. The chapter highlights the complexities that can arise when law and economics interact and reveals the difficult role of the Court of Justice (CJ) to make complex assessments of economics. This chapter also examines the core elements of competition law in the European Union (EU). It provides a number of examples of the types of agreements covered by EU competition law and shows the dangers which may arise when independent undertakings come together to coordinate their activities to distort competition. The chapter reviews the impact of anticompetitive agreements on the internal market and focuses on the abuse of market power and controls over concentrations. Overall, the chapter discusses the provisions and enforcement of Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU).
Chapter
Alison Jones, Brenda Sufrin, and Niamh Dunne
This chapter provides an introduction to, and basis for, the material discussed in the subsequent chapters and sets competition law in its economic and political context. It introduces some relevant concepts of microeconomics including demand curves, consumer and producer surplus, elasticity of demand, and economies of scale and scope. It discusses the model of perfect competition and the concepts of allocative, productive, and dynamic efficiency; the problems in competition terms of monopoly and oligopoly; and the concept of welfare, particularly consumer welfare. It considers various schools of competition analysis and theories and concepts relevant to competition law. It discusses the possible objectives of competition law, and particularly considers the objectives of EU competition law. The chapter also looks at US antitrust law; competition law and regulation; and outlines the law on State aid. It introduces the problem of the application of EU competition law to the digital economy (dealt with in full in Chapter 16).
Chapter
This chapter explores the international dimension of competition law from two perspectives. It begins by describing the growth of international institutions involved in the development of competition law and policy, with particular reference to the International Competition Network (the ‘ICN’), the Organisation for Economic Cooperation and Development (the ‘OECD’) and the United Nations Conference on Trade and Development (‘UNCTAD’). It then looks at a more technical issue, which is the extent to which a sovereign state (or the European Union) can apply its competition law extraterritorially to conduct beyond its borders that has a harmful effect within it: this will briefly be considered from a theoretical perspective, after which the positions in the US, EU and UK will be examined in turn. The chapter concludes by briefly examining the extent to which a state may wish to block the application of a foreign competition law to its businesses.
Chapter
This chapter deals with four issues. First it will briefly examine three sectors of the economy that are wholly or partly excluded from EU competition law, namely nuclear energy, military equipment and agriculture; the special regime that once existed for coal and steel products under the former European Coal and Steel Community (‘the ECSC’) Treaty is also mentioned in passing. Secondly, it will explain the application of the EU competition rules apply to the transport sector. Thirdly, the chapter will consider the specific circumstances of four so-called ‘regulated industries’, electronic communications, post, energy and water, where a combination of legislation, regulation and competition law seek to promote competition. Last, but by no means least, the current debate concerning digital platforms is discussed where it is likely that ex ante regulatory rules will be introduced, both in the EU and the UK, to address concerns about anti-competitive conduct and a tendency towards the monopolisation of markets.
Chapter
This chapter examines the application of Article 101 TFEU and the Chapter I prohibition in the UK Competition Act 1998 to distribution agreements. The chapter begins with a discussion of distribution chains in the modern economy, looking at the various ways in which producers market their goods or services to consumers; these have been enormously enhanced by the emergence of the digital economy. This is followed by sections on how the law applies to producers carrying on their own distribution function (‘vertical integration’), commercial agency and vertical sub-contracting relationships. It discusses the competition policy considerations raised by distribution agreements, and explains the application of Article 101 to various different types of distribution agreements. This is followed by a section on the provisions of Regulation 330/2010, the block exemption for distribution agreements, and the individual application of Article 101(3) to distribution agreements. The chapter then contains sections on Regulation 461/2010 on motor vehicle distribution. Finally, it deals with the application of the Chapter I prohibition in the UK Competition Act 1998 to distribution agreements.
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