Bibliographie sélective OHADA

This paper examined international arbitration as a tool for resolving investment disputes in Nigeria’s oil and gas sector, a critical industry that contributes significantly to Nigeria’s Gross Domestic Product (GDP), foreign exchange earnings and government revenues. This sector is marked by high-risk investments and complexity and often faces disputes arising from regulatory changes, fluctuating global prices, environmental concerns and contractual breaches. Arbitration, particularly in cross-border investments, provides a neutral, efficient and flexible mechanism for resolving such disputes. Using a doctrinal research methodology, the study analysed statutes, case law, international treaties, and academic sources. Findings revealed that while arbitration offers benefits such as neutrality and enforceability, there are still some challenges that must be addressed as a matter of urgency. Issues include resistance to enforcement of arbitral awards by Nigerian courts on grounds of national interest, high arbitration costs and biases favouring foreign investors. Nigeria’s legal framework, including the Arbitration and Mediation Act 2023 and the Petroleum Industry Act 2021, supports arbitration but lacks procedural clarity, leading to delays and inefficiencies. The paper concluded that legal reforms are essential to strengthen arbitration processes, enhance enforcement mechanisms and align Nigeria’s framework with international standards. Such reforms would foster investment stability and improve Nigeria’s attractiveness as an investment destination by reducing legal uncertainties. The paper recommended legislative and judicial improvements in order to achieve these goals.

This volume brings together an international team of contributors to provide a much-needed examination of climate litigation in Africa. The book outlines how climate litigation in Africa is distinct as well as pinpointing where it connects with the global conversation. Chapters engage with crucial themes such as human rights approaches to climate governance, corporate liability and the role of gender in climate litigation.

Technology is continuously evolving and has changed human interaction. It is consequently changing the ways disputes are solved. International dispute resolution procedures, and international arbitration, more specifically, are considerably influenced by the rapid expansion of innovative technologies. Years after the dot-com boom, Online Dispute Resolution (ODR) emerged and evolved considerably. Due to the digitalization of ODR methods, remote arbitration (or e-arbitration) is expanding. Arbitration is of particular interest due to its formal and binding nature, from a theoretical perspective. E-arbitration, as other ODR methods have attractive features as well as drawbacks, which are addressed in this document.  The purpose of this paper is three-fold: providing an overview of e-arbitration and the different considerations of this method, presenting the e-arbitration models of the European Union (EU), the United States (US), and the People’s Republic of China (PRC) and suggesting recommendations to improve international e-commerce arbitration, notably through a revision of the UNCITRAL Model Law on International Commercial Arbitration (UNCITRAL Model Law).

Mergers in the Italian and European legal system. The Italian legal landscape for mergers. Applicable regulations. Stages of the merger process. The first phase: the merger plan. The second phase: the merger resolution. The third phase: the merger deed. The protection of creditors. The invalidity of the merger. The FIAT-Chrysler merger. Evolution of the legal nature of mergers in the Italian legal system: legislative and jurisprudential perspectives. The extinguishing-successory orientation. The evolutionary–modifying orientation. Court of cassation ruling no. 2637 of 2006. Return to the extinguishing-successory orientation: judgement no. 21970/2021. Debate surrounding judgement 21970/2021: criticism and support. Mergers in the American legal system. The American legal landscape for mergers. The evolution of the US corporate law of mergers. Sources of corporate law. The merger process. Economic motives for mergers. Steps of the merger procedure. The merger plan. Merger between parent and subsidiary or between subsidiaries. Articles of merger. Effects of merger. Abandonment of a merger or share exchange. The ExxonMobil merger. Comparative analysis of the Italian and American legal systems. Historical and constitutional influences on Italian and American legal systems. Differences and similarities in the merger process. Comparison of FIAT Chrysler and ExxonMobil mergers.

This thesis focuses on the relationship between contract law and corporate insolvency law as it investigates the idea and protection of executory contracts within restructuring proceedings. However, preserving these agreements frequently necessitates taking legal action against established contract law tenets like the freedom of contract and the duty to perform. The study looks at how difficult it can be to keep debtor and creditor interests in balance, especially when there are disruptions brought on by insolvency. The study suggests ways to improve the efficacy of restructuring proceedings by analysing the EU Directive on restructuring and insolvency, contrasting practices in various jurisdictions, and evaluating the impact on stakeholders. The goal of this study is to protect the rights of all parties involved in corporate restructuring while advancing the creation of legal frameworks that facilitate effective restructuring.

An array of governance initiatives has emerged to address forced labour and labour exploitation in global value chains (GVCs). Drawing on the transnational business governance interactions theoretical framework, as well as Timothy Bartley’s place-conscious transnational governance model, this thesis examines the interaction between two of these hybrid forms of governance: multi-stakeholder initiatives and corporate sustainability laws. I conduct a case study of the cocoa sector, and specifically of the multinational company, Nestlé, using multiple qualitative research methods including legal analysis, key informant interviews, and documentary analysis. My research suggests that the layering of corporate sustainability laws, and particularly the French Duty of Vigilance Law, on top of CSR and MSIs in the cocoa sector, is not addressing the governance gap that permits corporations to evade accountability for human rights abuses in their supply chain. I find that the introduction of corporate sustainability laws may have contributed to a decrease in Nestlé's efforts to address labor violations in certain areas, while in others, it appears to have supported the continuation of existing practices. This raises implications for the continuous efforts in various jurisdictions to introduce these laws as a solution to the shortcomings of private, voluntary rule-making systems. Further research is required to explore how these governance mechanisms are interacting in other sectors, in companies of different sizes, and within various types of MSIs. This will help identify the factors that influence interactions and shed further light on the path forward for policymakers.

Recent empirical evidence suggests that labour markets are not as competitive as previously thought. In that context, mobilizing antitrust policy has been discussed as a possible solution. The proposition sounds counterintuitive, however. If workers are paid below the competitive level, doesn’t this promote consumers’ outcomes by reducing downstream prices? Given that antitrust policy promotes consumer welfare, why would antitrust authorities intervene against such a state of affairs? Besides, why would stepping up on antitrust enforcement improve workers’ outcomes? Their interests have traditionally been protected through their exclusion from the scope of antitrust enforcement, not by the enforcement of antitrust rules to their benefit. This thesis demonstrates that those spontaneous assumptions do not hold. Consumer welfare does not speak against the defence of workers’ interests. First, the focus on consumers is a by product of methods: it does not prevent consideration of other types of market participants. Moreover, consumers benefit from competitive labour markets. The welfare effects of monopsony power simultaneously worsen workers and consumers’ outcomes. As for the promotion of workers’ interests, it can be achieved through both positive and negative enforcement of antitrust. So far, the EU Commission has been less proactive than the American DOJ and FTC on the issue of antitrust enforcement in labour markets ( although the state of affairs is evolving). While this difference may stem from EU workers benefitting from higher levels of social protection than US workers, those higher levels of protection may not negate the usefulness of antitrust ’s intervention. The low levels of antitrust enforcement in EU labour markets may result from legal uncertainty and case law inconsistency more than an absence of harm. Just like the merger control apparatus, Article 101 and 102 TFEU can be used to scrutinize labour markets. While doing so involves some practical complexities, they can be overcome.

It seems like a long time ago that there were only a handful of climate lawsuits. Since the first climate lawsuits were filed in the United States in 1990,² a myriad of litigation has emerged at the national, regional and global levels. According to the Grantham Research Institute on Climate Change and the Environment, as of May 2021 the databases on climate litigation around the world contained 1,841 cases that were either in progress or had already been decided.³ This shows the exponential development of the phenomenon through which civil society organizations, public law legal entities and private individuals are

Until now, digitization and sustainability have stood side by side in the discussion of business law. As leading discourses of the present-day business scene, both topics are leading to profound change in companies and are influencing each other in the process - a circumstance that can no longer be ignored by corporate management. The article shows the guiding ideas behind both discussions, as well as their convergences and interactions, and asks about the effects they have on management's duty to act.

Since the start of the millennial era, technical advancements have led to exponential growth in electronic commerce, or e-commerce. According to the United Nations Conference on Trade and Development (UNCTAD), e-commerce sales reached about US$25 trillion globally in 2021 [1] and are expected to grow at a compound annual growth rate of 9% through 2027, which is twice as fast as the 4% annual growth rate predicted for traditional in-person retail [2]. Online dispute resolution (ODR) techniques that aim to settle disagreements and lower the likelihood of expensive lawsuits are becoming more and more necessary as both individuals and corporations use online shopping platforms. Due of its legally binding nature, arbitration is the most formal method, as was briefly discussed [3]. Online arbitration is carried out using electronic methods, like email and digital tools designed to make the duties of arbitrators and parties to a dispute easier. It adheres to the same rules and processes as traditional arbitration. On the plus side of e-arbitration, advancements in technology allow for time and cost savings without sacrificing the ease of remote filing. The conclusion of e-arbitration agreements raises several negative issues, including privacy and data protection issues for the consumer signing the agreements and power imbalances between corporate entities and the consumer. The degree to which artificial intelligence (AI) is effectively and sufficiently analysing a dispute between parties is up for debate because it's unclear how new this adjudication process is.

Workplace bullying is not considered a form of harassment that is commonly acknowledged nor does it attract specific legislative protection. The aim of this mini-dissertation is to ascertain the degree to which victims of workplace bullying are protected by South African labour legislation and whether other measures are necessary to ensure that employees are adequately protected. A comparative analysis between South Africa and the United Kongdom's legislative frameworks that governs workplace violence and harassment and, by implication, bullying is a critical aspect of this mini-dissertation.

The OAPI member states constitute a space for theharmonization of copyright in Africa. This harmonizationis yet to be completed, as attested by the conventionalrules relating to the publishing contract. In addition,investigating about the publishing contract in the OAPIspace requires an examination of both the text of theBangui Agreement and that of the national laws of the 17member states. Some differences must be pointed outkeeping in mind the question of possible conflict of laws.

Tax authorities have always assessed and enforced taxes based on the physical address of businesses over the years. Nevertheless, the idea of tax jurisdiction has taken on a new meaning with the development of information and communication technology, and its profound impact on every facet of human existence – including but not restricted to trade and business. This development has undoubtedly increased capital mobility, especially in corporate form, and exposed more the weaknesses in national tax laws by enabling the artificial relocation of important economic components and potential exemption from taxes. Since it is getting harder to separate the digital economy from the rest of the economy for taxation reasons, the process of digitalization has emerged as one of the primary growth drivers. This expansion, together with aggressive tax planning strategies used by multinational enterprises (MNEs) to move revenues to low-tax jurisdictions and the development of business models requiring less physical presence, has increased the workload for tax administrators; furthermore, it has reduced governments’ capacity to raise funds in the traditional manner. In this regard, I assess how “adequate” the selected African countries’ frameworks are vis-à-vis the ongoing OECD and UN negotiations. Beyond the consultations, I call for a more inclusive and Africanised approach and the need for African countries to improve their tax administration mechanisms.