Browsing by master's degree program "Magisterprogrammet i internationell affärsjuridik"

There has always been an imbalance between a small buyers and professional sellers. Understanding and managing the market ecosystem for ones’ advantage requires resources. Given the larger amounts of resources professional seller parties often possess, especially compared to small buyers, they have the possibility to find out the key elements of prevailing market ecosystem, and correspondingly understand and utilize better the existing options. Hence professional sellers often have the upper hand in trade negotiations and ability to dominate trade related negotiations and terms of trade. There is a demand for a different kind of trading approach that would provide quickly better temporary or permanent bargaining position for small buyers. Small buyers could benefit from a functional, scalable, international, and effective way to access and form legally qualified buyer groups that can gain negotiation leverage and correspondingly discounts that usually only a large buyer organisation can access. Fundamental challenges in grouping parties in order to obtain leverage in trade negotiations culminates in how to first identify and group different parties into buyer groups and then to define the rights and responsibilities between the group members. It becomes evident that technology, such as an online platform, is required to perform such a procedure. The platform is a plug-and-play business model that allows multiple participants (e.g. small buyers and professional sellers) to interact with each other and create and exchange value. This thesis will present core concepts and regulation related to digital grouping of buyers into buyer groups in the EU. With the information obtained, a Buyer Grouping Process Framework, sort of an algorithm, is developed. This Framework provides a way to efficiently group buyers with similar demand, and then to define appropriate legal entity under which buyers can group, conduct bidding, and make desired trade with a leverage and consequently with better terms.

The recent shift in paradigm caused by the increasing democratisation and commercialisation of outer space, commonly referred to as ‘NewSpace’, has once again rekindled humankind’s interest in space and space exploration. The trend to global digitalisation is changing the traditional face of space activities and the space industry is now subject to a commercialisation wave. With technological advancements, private commercial entities have taken it up to the stars in order to turn a profit. New actors in NewSpace range from the pragmatics of the space industry, dealing with, for instance, satellite communications and connectivity, satellite components, satellite navigation, and launch services, all the way to the dreamers postponing immediate rewards, working towards concepts such as mining and utilising space resources, in-orbit servicing of satellites, space tourism, where space is conceived as an instrument for implementing new business models and ideas. While the traditional space industry dates back to the space race, States are no longer the only actors with spacefaring capabilities. The emergence of NewSpace, private non-governmental actors taking part in space activities, and new business models call for new technologies and implementation practices that create new legal and regulatory challenges that NewSpace companies and the traditional commercial space sector need to take into account in their business activities. To answer whether the current international and national legal framework is sufficient to accommodate the recent paradigm shift and new trends and the approach of the Nordic countries, this thesis will provide a cursory look on the issue and scrutinise the main legal and regulatory challenges faced by NewSpace companies, and, when appropriate, the impact on and the response of Nordic countries in tackling these challenges. First, it will provide the necessary historical background on the space industry as a whole, explaining the roots of NewSpace and how the industry has developed to its current state. Second, it will introduce the basic concepts of space law, the five international space treaties – which compose the international legal framework on space activities – and a more in-depth look on the basic requirements and conditions for authorisation in national space legislation. The national legal framework for space activities in Norway, Sweden, Finland, and Denmark will be examined comparatively and their impact of national legislation on the private space industry in the Nordic countries. Finally, this thesis analyses the main legal issues surrounding both the traditional space sector, such as contract practices in the space industry, aspects of space insurance, and export, and hallmark projects typical of NewSpace, such the exploitation of space resources from the Moon and other celestial bodies, and suborbital flights, and active debris removal.

Giving the consolidation of a framework that allows for the operations of drones for commercial purposes by the new implemented Regulation (EU) 2019/947 on the rules and procedures for the operation of unmanned aircraft, this thesis introduces the reader to both the origin of the technology, the potential business applications of drones in the civil environment, and the current provisions regarding the risk-based operational characteristics of the Regulation as means to analyse the previously existing air and contractual law’s provisions. Through the exploration of the relevant legal principles and regulatory guidelines available for the interpretation of liability assignment and applicability, and by comparing the regulation to the contractual model in order to provide a deeper understanding of how the technology can be commercialized on a Drone-as-a-Service model, the author presents the relevant need of further legislation addressing the application of liability regimes harmonization between Member States from the perspective of the Unmanned Aircraft Systems Operator to satisfy the modern Cloud-Based Services Agreements model and allow the use of Internet as a platform for cross-jurisdictional performance. The first chapter revolves around the historical development and the growing civil interest in the application of drones to activities as a novel, as well as to already established activities that are currently performed by different technologies. Furthermore, it presents the possibility of its characterisation under the framework currently employed by cloud-based services regarding its commercial contractual format. The second chapter focuses on introducing the new Regulations (EU) 2019/947 and 2019/945, which have set the legal and regulatory frame for the safe conduction of activities of unmanned aircrafts, including the principles that served as base for the development of the provision;, the operational rules; machinery requirements and classifications; and the categories’ classification system that have been created for risk assessment. Overall, the frame serves as a guide for anyone interested in venturing in this business. The third chapter explores the international laws and EU air laws that will influence the ruling and potential jurisprudence regarding liability decisions. It aims at presenting both the relevance of Member States autonomy over regulatory decisions and importance towards contractual liabilities disputes. The focus is strongly focused on Operators that will be employed by service providers under the conceptualised cloud-based services agreements contracts framework. Finally, the thesis presents its conclusions and recommendations towards the commercial parties and legislators.

This master's thesis investigates the role of competition law in addressing the issue of excessive data collection and its implications in the context of big data. With the rapid shift towards a data-driven economy, the significance of data protection has grown exponentially, prompting an examination of its interconnectedness with competition policy. Although consumers have access to free products and services, the absence of monetary costs raises concerns about the need for appropriate action and regulation. The thesis argues that a competition policy solely focused on prices may overlook potential welfare harms linked to non-price factors like privacy and consumer choice. Moreover, it contends that excessive data collection can be deemed anticompetitive under EU competition law. The main research objectives of this thesis revolve around exploring whether excessive data collection can be classified as exploitative abuse under competition law and, if so, how it can be addressed. The findings reveal existing inadequacies in competition law and propose potential avenues for competition policy to combat excessive data collection effectively. The suggested approach aims to extend competition law's intervention beyond a narrow focus on prices and integrate a framework based on fair trading conditions and privacy considerations. The topicality and relevance of this research are evident in the current digital economy landscape. By providing a comprehensive examination of competition policy's implications in the era of big data, with a particular emphasis on personal data, this thesis contributes valuable insights and policy considerations to ongoing discussions. Notably, it goes beyond previous articles by encompassing various theories of harm and privacy as quality parameter. Overall, this thesis enriches the understanding of competition law's role in managing excessive data collection, safeguarding consumer welfare, and promoting fair practices in the digital age.

Freedom of establishment granted to nationals of Member States which is enshrined in the Article 49 of the Treaty on the Functioning of the European Union (TFEU) is one of the fundamental freedoms granted by the Treaty that extends to companies by virtue of Article 54 of TFEU. In the absence of company law harmonisation, the increased corporate mobility may lead to a competition between legal orders which in turn can produce laxer law in the Community and this fear is known as fear of Delaware effect in the European Union. Since company law is not harmonised in the EU, there are differences among national conflicts of laws rules of the Member States and many Member States felt justified to use the real seat doctrine as a defensive mechanism for negating the European Delaware. However, the judgment in Centros changed this situation and established legal forum shopping as a good practice. Subsequently the judgment in Überseering reaffirmed the principle of mutual recognition in the EU. Therefore these two judgments established the market for company incorporations and as a result it was feared that, a European Delaware is going to emerge. The purpose of this paper is to assess whether this fear is justifiable. For this purpose the traditional way of conducting legal research; looking for sources and by reading and evaluating them, using them with critical thinking and judgments, was used as a method in this paper. The paper found that, although after the judgments in Centros, Überseering and Inspire Art it was feared that a European Delaware is going to emerge; this fear was unreasonable. It is particularly because the regulatory competition not only needs the establishment of a market for company incorporations but also needs the willingness of the Member States and the companies to compete. The judgments in Centros and Überseering only established a partial market for company incorporation because a market for company incorporation needs both the ability to forum shop and the ability to reincorporate a company in another Member State. This paper also looked into the incentives for competition from the Member State’s and company’s perspective. Eventually, market for company incorporations was established after the judgment in Polbud which allowed cross-border conversion of companies; making regulatory competition possible in the EU. As a result, this paper proposed company law harmonisation as possible solution to the problem. It is high time the Commission took the initiative to make Community company law uniform so that a European Delaware does not emerge.

Tiivistelmä – Referat – Abstract The main research question addressed in this thesis, namely “are perpetual agreements valid and enforceable?”, is enticing from a general contract law perspective, as well as in the comparative law setting. The chapters of this thesis are built in a way such that Chapter 1 serves as an introduction to the research question, legal sources and methodology. Chapter 2 aims to clarify the main confusions around discussions of perpetual agreements. Chapter 3 is dedicated to the binding force of a perpetual agreement, which has not been given enough attention in the research literature as a separate question. Chapter 4 and 5 address the two main categories of perpetual agreements: everlasting contracts and contracts with undefined duration. These chapters include topics which can be addressed to either category, therefore the division of the topics does not provide too strict a systematic distinction. Chapter 6 is dedicated to comparative research from Finnish and Russian contract law perspectives by observing the systems independently in order to bring out the perspectives in which these jurisdictions address the questions of perpetual agreements in the light of their positive contract norms. Chapter 7 presents the research findings in the form of general conclusions about the validity of such contracts as well as systematization in the form of a roadmap to evaluate perpetual agreements. The roadmap then serves the purpose to present the research findings related to Finnish and Russian perspectives on perpetual agreements. The possibility existence of perpetual agreements from the perspective of limiting the freedom contract by mandatory rules of contract law. In conclusion, the research failed to identify a fundamental principle by which the general ban of everlasting contractual obligations could be explained. The research opposes the notion, that perpetual agreements may not exist as an “everlasting” nature of any legal contractual bind would be inherently unjust as such. This is mainly due to the fact, that the legal systems struggle to even comprehend, what eternity means in legal sense. In short, legally speaking, there is nothing inherently unreasonable in eternity. However, undoubtedly, each everlasting agreement should be evaluated based on the nature and purpose of the contract in the light of the intention of the parties, the specific contract type and the relevant mandatory rules in place in connection with type, the circumstances in which the contract was concluded and the requirements of good faith and fair dealing. The roadmap aims to differentiate questions of the validity of the contract (as such, as a legal fact), validity of the perpetual term (everlasting contract), and possibility of termination from each other. The roadmap illustrates the holistic view of the bundle of considerations related to perpetual agreements, without getting stuck in one particular outcome. For example, even if there is no consensus among scholars, whether an everlasting term is valid or not (in a specific case or as a whole) the roadmap allows to elaborate the outcomes by systematizing various scenarios. This provides and essential framework for evaluation of the research questions in various legal systems. The roadmap differentiates questions of the validity of the contract (as such, as a legal fact), validity of the perpetual term (everlasting contract), and possibility of termination from each other. The short answer to the question whether a perpetual contract may be terminated, is yes. But as in all contracts, the pacta sunt servanda provides that contracts should be honoured, and therefore the there is nothing inherently unreasonable in not being able “get out” of a contractual relationship. The ultimate limit to this are the rules of hardship, which the parties may not as such exclude, however they may arrange their risk allocation in the contract so, that some circumstances, which in some contracts could allow the party to terminate the contract, would not be applicable in their situation. Thus, even an everlasting contract may be enforceable until the point of hardship. While this may be true, albeit not inherently unreasonable, there is no doubt, that an everlasting contract may not be unreasonable ever. Therefore, the roadmap explicitly shows, that this is the ultimate question, which requires balancing between the pacta sunt servanda and reasonableness from the perspective of the will of the parties fair dealing, etc. The roadmap shows that in cases in which the everlasting contract term is found invalid, the reasoning is does not follow directly to the default rule of indefinite contracts being terminable, but instead points to the “incomplete contracts”. In practice this means that a consideration should be make in accordance with the rules of supplementation of contracts and omitting a missing term, taking in account the intentions of the parties. In case it would follow directly to the default rule, the default rule might fail to take these into account and reach an unreasonable outcome as well. In a sense, this is also, why in balancing the pacta sunt servanda and reasonableness the outcome leads to similar conclusion as dictated by the default rule. Based on the case law of Finnish Supreme Court it may be argued that the Finnish contract law sems to consider that perpetual agreements are at least somewhat possible, but as an exception may be terminated. The exceptional termination is not as exceptional as it would be in a classical hardship case, but instead reflect the Nordic perspective of reasonableness. There is no legislative rule in the Russian Civil Code prohibiting eternal contractual obligations, however limitations towards terms may be imposed by the Civil Code relevant to specific contract types. Thus, the qualification of a contract to a type, although not obligatory, is of high importance. The default rule for indefinite contracts is not universally valid in accordance with Russian law.

International maritime transportation of goods is an inevitable part of global trade and economics. Over 90 percent of global trade are seaborne. Shipping is considered as cost-effective transport mode and it emits less greenhouse gases than e.g. freight or air cargo. Global trade is expected to rise. Shipping industry must be able to answer to the increasing demand of delivering shipping services while adapting to sustainability requirements such as reducing GHG emissions. Shipping interests both public and private sectors and engages complex cross-border supply chain stakeholders from various interest groups. International sustainability and maritime policies are affecting shipping industry from multiple levels. Both the European Union and the United Nations are implementing new normative tools and mechanisms to enhance a sustainability trajectory into all areas of business and society. Traditional treaties and conventions are supplemented by new objectives to meet the overarching sustainable development and economic growth requirements. Three complex subject matters are discussed – the international maritime regulatory scheme, climate and sustainability regulatory scheme and, the wicked problem of reducing shipping industry GHG emissions. An interdisciplinary method is used. The overarching research theme is – what actions and measures are needed in order to safeguard that shipping industry can answer (i) to the increasing demand of delivering shipping services and, (ii) to the increasing sustainability requirements. Two research questions are asked: 1) who governs international maritime affairs and shipping sustainability objectives in the context of shipping GHG emissions reductions, and 2) how to implement the GHG reductions objectives in the shipping industry? In order to attain sustainable development objectives into shipping industry practices, innovative administrative solutions and governance models are needed from the maritime affairs policy makers on both national and international level. Interdisciplinary and innovative solutions are needed to tackle emissions reductions objectives.

The purpose of this thesis is to conduct research on the licensing of industrial projects and related requirements in Finland. The thesis will take a closer look at ten projects which have happened in Finland and the related environmental decisions. These environmental decisions set requirements by authorities which the companies have to adhere to in order to resume their practices and avoid sanctions. The thesis will have a closer look at these requirements from the viewpoint of the company and will further assess whether some of these requirements are too strict or futuristic and by that set too much responsibility on the company. At the beginning of the thesis the environmental impact analysis procedure will be described as the consequent report is the basis for which environmental decisions are given on by the authorities of the relevant ELY Centres. After the procedure has been explained the thesis will describe the main requirements set in the ten different environmental decisions which have been assessed. When assessing the requirements clear groupings could be found that reoccurred in the decisions. These were noise, waste, water, animal kingdom, emissions and reporting. Some of the requirements in these groups were very similar of nature and it could therefore be concluded that they were part of the norm in environmental requirements. However, while conducting my research it became evident that a number of requirements did not manifest them in all the decisions but stood out easily. This is partly due to the fact that each decision has to be done on its own merits based on the location of the project site and the type of project. Different requirements sometimes had extremely similar justification which led to the question: is the justification of these requirements up to par, as one justification could be used for a number of different requirements. It became apparent that the environmental decisions included requirements that could not necessarily be justified and therefore were setting too much responsibility on the companies. The companies have to take care of the environment but the reason for a requirement cannot be to set the company in a situation where they have to come up with new research methods and processes. In the end, the research topic was extremely difficult as the comparison of the environmental decisions turned out to be problematic due to the different nature of the projects. This has led to the fact that no decisive answer can be given to the question of corporate responsibility but this thesis may function as the foundation of further discussions and research with narrowed down subject matter.

Due to an impressive evolution of the AI technologies within the last few decades it has become an integral part of everyday life called for improving and facilitating it. Yet, as a result of this evolutionary process AI’s activity nowadays contains features which require legal regulation in the course of its application. Such request was recognized by the EU legislator. In 2017, the EP voiced a possibility of introducing of a legal status of electronic person for the sufficiently sophisticated robots. Specialists in this sphere, however, gave a hostile reception to such an initiative claiming that legal personhood of AI cannot be fit into the current legal paradigm. The latest EU initiatives pertaining to the legal regulation of AI application reveal that the electronic person is not on the EU’s agenda anymore. This work is dedicated to a negation of the above claim of AI specialists by demonstrating that there are no unsurmountable obstacles for conferring legal personhood on the sufficiently sophisticated AI even though it should not be considered as a person from the philosophical standpoint. Having accepted a possibility of according legal personhood to AI, the next question to answer is should it be recognized as a natural or artificial person (the existing types) or should it be ascribed a legal status of the electronic person. The answer is found in the analysis of the determining characteristics of sufficiently sophisticated AI and their comparison with the features of humans and corporations, bearers of natural and artificial personhood, respectively. The ascription of legal personhood to AI is not aimed at recognition of exceptional qualities of AI per se. It is, instead, called for resolving the existing legal problems of AI application in the business sphere, namely, in contract and tort law, and intellectual property rights. By the way of the conferral of legal personhood on AI it is possible to properly allocate responsibility or attribute authorship. In such a manner, establishment of legal status of the electronic person is discussed as an umbrella solution for various domains of business law that may establish legal certainty and ensure the EU against legal fragmentation.

Merger control in the European Union is governed by the EC Merger Regulation No 139/2004 (the EUMR), which sets out jurisdictional thresholds that the merging companies need to exceed for the transaction to be reportable. The current EUMR relies on thresholds that are based on the annual turnover of the merging parties. These turnover-based thresholds, which were as a political compromise, provide a straightforward way of determining which mergers need to be notified to the Commission. However, developments in the digital economy have facilitated a trend, especially in the technology markets, where companies acquire innovative start-ups, to either take over their valuable assets or restrict competition and their position on the market. These acquired start-ups generally produce minimal turnover but have a large user base and valuable data sets. Thus, these aforementioned mergers do not fall under the Union dimension, due to the currently applicable high turnover-based thresholds. This study assesses if turnover-based thresholds are effective enough to tackle mergers occurring in the digital economy and whether there is a need to introduce additional thresholds to complement the currently applicable thresholds. In addition, the study researches what principles should be followed when introducing new thresholds and what are the possible new alternative thresholds that the Commission could introduce. This is a legal dogmatic study, which also includes come comparative elements. It contains seven chapters, each one addressing and examining certain aspects of the research questions. Chapter 1 introduces the subject matter, objectives and rationales for the carrying out of this study. Chapter 2 gives an overview of the framework of merger control, Chapter 3 discusses whether the existing EU merger control threshold criteria are inadequate of the digital era. Chapter 4 gives an overview of different thresholds used in seven jurisdictions, Chapter 5 compares the possible alternative thresholds with three normative benchmarks and gives recommendations for introducing new threshold criteria in the EU. Chapter 6 concludes and answers the research questions and gives suggestions for further research. The study found that that the currently applicable high turnover-based thresholds set out in the EUMR are not sufficient enough to capture mergers in the digital economy. In addition, considering the needs of the digital economy, especially the fact that the number of transactions taking place in the technology markets is rapidly increasing, the Commission should introduce in addition to the turnover-based thresholds alternative thresholds, especially in technology markets, to predict the potential anti-competitive outcomes of mergers, which are not suitable to be thoroughly assessed solely based on the turnover figures of the parties. Additionally, the study suggests that new alternative threshold criterion, based on transaction value, could be introduced to the EUMR. This threshold would be able fill the gap in the EUMR, so that the Commission could investigate notable transactions in the digital economy which are likely to produce competitive harm but currently lack the turnover to fall within the EU’s jurisdiction.