http://bura.brunel.ac.uk/handle/2438/332 2013-05-23T17:16:22Z 2013-05-23T17:16:22Z Al Kahtani, Faleh Salem B http://bura.brunel.ac.uk/handle/2438/7382 2013-04-26T09:38:13Z 2013-01-01T00:00:00Z

Title: Current practices of Saudi corporate governance: A case for reform Authors: Al Kahtani, Faleh Salem B Abstract: One of the most debated issues is that of corporate governance. The topic has been investigated by scholars from several scientific fields including the legal. Indeed, corporate governance has been examined by a great number of law scholars, with particular regards to the improvement of various aspects. For example, effective corporate governance focuses on protecting and advancing aspects related to shareholders’ rights, the board of directors and corporations’ internal and external audit systems. The main objective of this research is to suggest reformation to the Saudi corporate governance framework in order to achieve satisfactory corporate governance practices. The second purpose of the research is to investigate the current practices involved in Saudi corporate governance arrangements. The final aim is to determine how a Saudi corporate governance framework would most benefit corporate governance from the Islamic perspective. This study intends to provide a regulatory analysis to influence those regulations that should be implemented to adjust corporate governance practices as they affect the Saudi capital market. The researcher found that Saudi corporate governance has been promulgated in accordance with principles of on-going international corporate governance. Alternatively, the Islamic perspective on corporate governance has been debated more recently, as an idea that needs to be progressed in order to provide associated benefits to the corporate governance framework in Saudi Arabia. Therefore, Saudi corporate governance provisions can be seen as based largely on positive man-made laws. The researcher further discovered that Saudi corporate governance as an institutional framework is divided between several institutions, whether internal or external, which might result in some ambiguity when it comes to implementing good corporate governance practices. However, the research results revealed that Saudi corporate governance provisions have to be reformed in accordance with popular worldwide corporate governance principles, namely the UK Corporate Governance Code, the UK Companies Act and the OECD principles of corporate governance produced. Description: This thesis was submitted for the degree of Doctor of Philosophy and awarded by Brunel University.

2013-01-01T00:00:00Z Ogbonna, Joseph Ifeanyichukwu http://bura.brunel.ac.uk/handle/2438/7253 2013-02-27T11:06:53Z 2012-01-01T00:00:00Z

Title: A legal analysis of the application of articles I and III of the GATT 1994 on the economic development of ECOWAS member states Authors: Ogbonna, Joseph Ifeanyichukwu Abstract: This dissertation examines the tension inherent in the relationship between the Economic Community of West African States (ECOWAS) as Member States Parties of the GATT/WTO and the GATT/WTO regime. It focuses specifically on the tension triggered off by the requirements of Article I – the Most-Favoured-Nation principle (MFN) and Article III – the National Treatment principle (NT) GATT 1994. It shows that while the non-discrimination principles are meant to promote trade liberalisation and economic growth, they produce the opposite effect in developing and least developed countries like ECOWAS and aggravate the tension between those countries and the WTO. It argues that the MFN is used to deny market access to the developing countries by exposing them to stiff but unequal competitive conditions and the NT to deny national governments the policy space to protect and promote national industries, employment and economic growth. It challenges the general assumption that the MFN and the NT are good and in the interest of all the WTO Members and rather identifies them as lynch-pins of economic development in the ECOWAS region. It also shows, contrary to the assumption of non-participation, how the ECOWAS High Contracting Parties are adapting their trading systems and harmonising their laws to the key provisions of Articles I and III of the GATT. It shows that the principles of non-discrimination are the outcome of the standard-setting procedures legally formulated as the SPS and TBT Agreements which favour the developed countries and how the Dispute Settlement Body has rejected the ‘aims-and-effect’ approach, taken a literal approach, overly emphasising trade liberalisation to the neglect of market access and economic development. This dissertation concludes that it is pre-mature for ECOWAS to assume Articles I and III obligations and recommends using the provisions of Article XXIV to build up effective influence through regional organisations and incrementally uniting to transform the GATT. Description: This thesis was submitted for the degree of Doctor of Philosophy and awarded by Brunel University.

2012-01-01T00:00:00Z Enabulele, Amos Osaigbovo http://bura.brunel.ac.uk/handle/2438/7193 2013-02-01T12:07:25Z 2012-01-01T00:00:00Z

Title: The relevance of judicial decisions in international adjudications: Reflections on Articles 38(1)(d) and 59 of the statute and the practice of the International Court of Justice Authors: Enabulele, Amos Osaigbovo Abstract: In classical international law, States alone were the makers and subjects of the law. Times have changed. Contemporary international law admits, not only States as its subjects but also individuals and international organisations; it controls not just the needs of States but also the needs of individuals as it continues to venture into areas which, in the classical era, were exclusively reserved to domestic law. The fact that international law now applies to entities other than States is no longer a subject of controversy both in theory and practice. On the contrary, the question relating to whether international law could originate from a source other than through the consent of States in the positivist sense of the law has remained a question of controversy. The question has been made more complex by the multiplicity of international institutions created by States and vested with authority to perform the functions entrusted to them under international law. The functions they perform influence the behaviours and expectations of both States and individuals; but the powers they exercise belong to the States which delegated the powers. Since the powers are delegated by States, it should follow that the powers be confined by the very fact of delegation to the functions for which the powers had been granted. Such powers cannot be used for any other purpose, perhaps. With this in mind, the question sought to be answered in this work is whether the powers granted to International Court of Justice to “decide disputes” – article 38(1) of the Statute of the Court) – implicates the power of judicial lawmaking. In other words, whether rules and principles arising from the decisions of the Court can be properly referred to as rules and principles of international law. The question becomes quite intriguing when placed within the context of article 38(1)(d) and article 59 of the Statute of the Court on the one hand, and the practice of the Court and of the States appearing before it on the other hand. Articles 38(1)(d) provides: “subject to the provisions of Article 59, judicial decisions and the teachings of the most highly qualified publicists of the various nations, as subsidiary means for the determination of rules of law.” By article 59: “The decision of the Court has no binding force except between the parties and in respect of that particular case”. Notwithstanding the language of the above provisions, it is shown in this work that like judges in municipal law, judges in the ICJ lay down rules and principles having legal implications for the decisions in subsequent cases as well as for the conduct of States, in general, regarding areas within the degrees of the settled case-law of the Court. It is accordingly argued that to the extent that rules and principles in the decisions of the Court are relevant as rules and principles of international law (in subsequent decisions of the Court) to the determination of international law rights and obligations of States, judicial decisions in article 38(1)(d) are a source of international law. This is notwithstanding the unhelpful language of paragraph (d) and the influence of article 59. Concerning article 59, the writer argues that the article has no bearing on the authority of judicial decisions in article 38(1)(d); its real function being to protect the legal rights and interests of States from a decision given in a case to which they were not parties. Description: This thesis was submitted for the degree of Doctor of Philosophy and awarded by Brunel University.

2012-01-01T00:00:00Z Al-Hemyari, Ameen Baggash Abdulhemed http://bura.brunel.ac.uk/handle/2438/7174 2013-02-27T11:07:16Z 2012-01-01T00:00:00Z

Title: Merger and acquisition laws in UK, UAE and Qatar: Transferring rights and obligations Authors: Al-Hemyari, Ameen Baggash Abdulhemed Abstract: Across six Chapters, this thesis examines the legal effects of mergers and acquisitions (M&As) on the employees, Board of Directors and shareholders of companies with the objective of gaining in-depth understanding of this area. The thesis then develops legal and practical solutions for the problems and negative effects associated with M&As, specifically regarding employees, Boards of Directors and shareholder companies involved in such operations. This research determines to answer the following question: How do mergers and acquisitions (M&As) affect employees, management and shareholders rights and obligations? And what the legal basis for transferring their rights and liabilities between companies involved in M&As? Despite the importance of M&As as a means of economic concentration and emergence in terms of major commercial or industrial projects, the laws of both the UAE and Qatar do not sufficiently address the issue of mergers or their goals and conditions. They also fail to regulate acquisitions or to otherwise specify when acquisitions become necessary for companies. Furthermore, the laws do not specify the rights of workers regarding their knowledge of or participation in M&As or developed adequate solutions for the negative impacts on companies workers in such processes. These laws do not provide the right for the Board of Directors of the transferor company to merge with the Board of Directors of the transferee company. Additionally, they also unsuccessfully address the minority shareholders right (those not interested in the merger) to exit the merged company and recover the value of their shares. Moreover, the UAE and Qatar have not developed appropriate solutions for the exchange of shares between companies involved in mergers in the case of dissimilarity between the actual values of the shares of both companies. This has notably led to jurisprudence and judiciary confusion between the concept of M&As, their legal nature and the legal basis or theory for the transfer of the rights and liabilities of employees, management and shareholders between companies involved in M&A operations. In accordance with legal texts, the above discussion, M&A legal theory and the theory of the agency contract between a company and its Board of Directors, the thesis argues that M&As should not lead to cutting labour contracts or negatively affect employee rights as long as corporate ventures remain in place and M&A operations do not lead to the liquidation of merged or acquired companies. Also, the thesis shows that a company is linked with its Board of Directors through a special form of agency contract, which justifies the transfer of the rights of the Board of Directors of the merged company with regards to the merging or new company management. The thesis also develops solutions and processes for the exchange of shares between merged companies when there are differences between the actual values of their shares, through the shareholders of the merged company buying shares from the merging company or by selling their shares to the merging company and recovering the value of their shares in cash. The study also recommends taking a set of procedural measures during M&As, modifying some of the relevant legal texts of the UAE and Qatar, which would mitigate the negative effects of mergers and acquisitions. Furthermore, this research suggests ways to improve such laws to reach the level of those of developed countries, in order to encourage mergers and acquisitions in the region. Description: This thesis was submitted for the degree of Doctor of Law and awarded by Brunel University.

2012-01-01T00:00:00Z