{"title":"News flow as a determinant of the voting premium of dual-class shares","authors":"Hubert de La Bruslerie","doi":"10.1016/j.irle.2025.106270","DOIUrl":"10.1016/j.irle.2025.106270","url":null,"abstract":"<div><div>This article investigates the voting premium between two simultaneously traded classes of shares. We use a sample of dual-class firms listed in the U.S. and Canada for the 2012–2022 period to identify the determinants of the size of the voting premium. We do not confirm the results documented in the literature that the relative illiquidity between the two classes may explain the voting premium. The empirical tests also support the leverage effect hypothesis, a new feature in the literature. The empirical analysis also shows volatile voting premiums. We demonstrate that the voting premiums are not linked to the positive or negative sentiments attached to the disclosed information. This article contributes to the literature by showing that this instability is related to the magnitude of the news flow brought to the market about the controlling ownership’s change and the strategic shareholders’ behavior.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"82 ","pages":"Article 106270"},"PeriodicalIF":0.9,"publicationDate":"2025-04-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143894352","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"“Platform Holdup” and Platform Regulation","authors":"Jinglei Huang , Danxia Xie","doi":"10.1016/j.irle.2025.106266","DOIUrl":"10.1016/j.irle.2025.106266","url":null,"abstract":"<div><div>The interaction between a platform and its users plays a crucial role in shaping its pricing strategy and overall success. When users incur an initial cost to join the platform and stand to gain utility, the risk of receiving minimal benefits due to aggressive pricing arises. This discourages user participation, leading to launch failures for potential platforms and significant welfare loss in equilibrium, identified as the “platform holdup” issue. Addressing the platform holdup problem can be achieved, in part, by introducing an implicit guarantee through government oversight, providing subsidies to potential users, and granting users dividend rights. The analysis of oligopoly cases shows that, in most instances, market competition alone is not sufficient to fully resolve the problem.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"83 ","pages":"Article 106266"},"PeriodicalIF":0.9,"publicationDate":"2025-04-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143838877","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Competition and the two margins of privacy","authors":"David Bounie , Antoine Dubus , Patrick Waelbroeck","doi":"10.1016/j.irle.2025.106262","DOIUrl":"10.1016/j.irle.2025.106262","url":null,"abstract":"<div><div>This article analyzes the relationship between privacy protection and market competition. We consider a model where firms collect data to price discriminate consumers in a competitive product market, and we distinguish two margins of privacy. Firms strategically choose the number of consumers on whom they collect data – the extensive margin of privacy – as well as the precision of information – the intensive margin of privacy. We show that policymakers can efficiently protect both margins of privacy and consumer surplus by safeguarding the intensive margin. Indeed, when both strategic variables are strategic complements, restricting the amount of information that firms have on each consumer (the intensive margin) also induces firms to collect data on fewer consumers, thereby protecting the extensive margin of privacy. This softens the intensity of competition but also reduces rent extraction by firms, and total consumer surplus increases. When both variables are strategic substitutes, protecting the intensive margin harms privacy at the extensive margin, but still increases consumer surplus.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"83 ","pages":"Article 106262"},"PeriodicalIF":0.9,"publicationDate":"2025-04-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143833397","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Has the European Takeover Bids Directive reached its objectives? The cases of Finland, Germany and Spain","authors":"Nuria Alcalde-Fradejas , Inés Pérez-Soba","doi":"10.1016/j.irle.2025.106269","DOIUrl":"10.1016/j.irle.2025.106269","url":null,"abstract":"<div><div>Inspired in the common law tradition, the European Takeover Bids Directive (TBD) aimed to promote an efficient market for corporate control in Europe by facilitating competition among acquirers in EU economies while protecting the rights of minority shareholders of listed companies. After more than 15 years from its transposition into European national regulations, in this paper we investigate whether the main objectives of the Directive have been achieved in three European countries representing the three legal families included under the Civil law regime: Spain, as a country belonging to the French Civil law tradition, Finland, which belongs to the Nordic law tradition and, finally, Germany as a country representing Germanic Civil law tradition. To perform an in-depth analysis, we did not use a sample of takeovers, but a hand-collected database covering all takeovers launched in Finland and Spain over the period 2000–2019, and in Germany over 2002–2019. The results obtained in our analysis lead us to be sceptical about the clear achievement of the objectives intended by the Directive in the three countries analysed. Although more openness to European bidders seems to have been reached in Spain and Finland, there is no evidence of an increase in intra-European cross border takeovers following the TBD’s transposition in any of the countries analysed. Moreover, the premiums paid to minority shareholders (proxy for their higher protection) have remained unchanged in Germany and have been reduced in Spain and Finland.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"83 ","pages":"Article 106269"},"PeriodicalIF":0.9,"publicationDate":"2025-04-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143874217","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"The role of the regulatory framework in enhancing SMEs’ digital transformation","authors":"Marianna Succurro , Cristiana Donati","doi":"10.1016/j.irle.2025.106263","DOIUrl":"10.1016/j.irle.2025.106263","url":null,"abstract":"<div><div>This paper aims at exploring the current process of SMEs’ digital transformation in order to contribute to effective policy development. We first provide a definition of firms’ digital transformation and then investigate its fundamental determinants, so responding to the call for further research and more comprehensive understandings of the digital transformation process. The objective is to verify the impact of the regulatory environment on digital transformation of SMEs. The empirical analysis, based on data taken from the Flash Eurobarometer Survey of the European Commission, shows that the regulatory framework is strongly significant in explaining firms’ digital transformation. Specifically, SMEs’ awareness of the regulatory context and anticipated digital standards: 1) expedites their process of digital transformation; 2) positively moderates the relationship between any strategic plan and their digital transformation; 3) generates a relatively greater impact on the digital transformation of firms mainly involved in the adoption of more advanced digital technologies. Some policy implications conclude the work.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"83 ","pages":"Article 106263"},"PeriodicalIF":0.9,"publicationDate":"2025-04-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143776346","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Reinforcing data protection and competition through art. 6(2) of the Digital Markets Act","authors":"Peter J. van de Waerdt","doi":"10.1016/j.irle.2025.106265","DOIUrl":"10.1016/j.irle.2025.106265","url":null,"abstract":"<div><div>With the Digital Markets Act (DMA) the European Union has taken significant steps in the regulation of large digital market ecosystems. Data protection and competition law are becoming increasingly intertwined, and the DMA’s goals are tightly aligned with them. However, the provision explicitly intended to address the use (and cross-use) of data within gatekeepers’ ecosystems leaves much to be desired. Art. 5(2) DMA offers no substantive new obligations over the established GDPR system, especially in light of the ECJ’s judgement in <em>Meta v. Bundeskartellamt</em>. Furthermore, the consent exception on which it relies leaves a distinct risk of anti-competitive effects and decreasing privacy as a result of information asymmetries and the powerful market position of gatekeepers. However, art. 6(2) DMA also restricts gatekeepers’ ability to use data, if it was received through gatekeepers’ business users. The protective value of the DMA can be significantly increased if the European Commission adopts broad interpretations of when data is used “in competition with business users”, when it is “collected through commercial activities of business users or their customers” and when it is obtained “on the relevant core platform services or on services provided together with, or in support of, the relevant core platform services of the gatekeeper”. Doing so would conform to the interconnected nature of ecosystems’ data collection practices and their competitive position, and it would bolster the Commission’s ability to act against both the anti-competitive effects and potential privacy infringements of data pooling, above and beyond what art. 5(2) DMA offers.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"82 ","pages":"Article 106265"},"PeriodicalIF":0.9,"publicationDate":"2025-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143816972","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Vertical interoperability in mobile ecosystems: Will the DMA deliver (what competition law could not)?","authors":"Giuseppe Colangelo , Alba Ribera Martínez","doi":"10.1016/j.irle.2025.106267","DOIUrl":"10.1016/j.irle.2025.106267","url":null,"abstract":"<div><div>To address concerns about the competitive dynamics of digital markets, the promotion of interoperability has been often pointed out as a fundamental component of policy reform agendas. In the case of mobile ecosystems, the smooth and seamless availability of interoperability features is crucial as third-party devices and apps would be otherwise unable to effectively work and participate within the ecosystems. However, access to application programming interfaces (APIs) may be restricted due to privacy, security, or technical constraints. Further, an ecosystem orchestrator may misuse its rule-setting role to pursue anticompetitive goals by restricting or degrading interoperability for third-party services and devices. The paper aims at investigating whether and how effective interoperability could be achieved through the enforcement of competition rules or whether it would require regulatory interventions, such as those envisaged in the European Digital Markets Act (DMA).</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"83 ","pages":"Article 106267"},"PeriodicalIF":0.9,"publicationDate":"2025-03-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143759157","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Patrice Bougette , Oliver Budzinski , Frédéric Marty
{"title":"Ex-ante versus Ex-post in competition law enforcement: Blurred boundaries and economic rationale","authors":"Patrice Bougette , Oliver Budzinski , Frédéric Marty","doi":"10.1016/j.irle.2025.106264","DOIUrl":"10.1016/j.irle.2025.106264","url":null,"abstract":"<div><div>This paper explores the evolving landscape of competition law enforcement, focusing on the dynamic interplay between ex-ante and ex-post approaches. Amidst the digital transformation and regulatory shifts, traditional enforcement mechanisms are being re-evaluated. This study aims to dissect the economic rationale behind these shifts, proposing a hybrid framework that balances legal certainty with the flexibility needed to address contemporary market challenges. In particular, the analysis highlights the emergence of new competition policy approaches that combine regulatory-type interventions with strengthened enforcement strategies.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"82 ","pages":"Article 106264"},"PeriodicalIF":0.9,"publicationDate":"2025-03-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143792060","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Can independent directors effectively monitor related party transactions? Evidence from Hong Kong","authors":"Hong Huang , Charles Zhen Qu , Haitian Lu","doi":"10.1016/j.irle.2025.106261","DOIUrl":"10.1016/j.irle.2025.106261","url":null,"abstract":"<div><div>This paper empirically investigates whether independent directors of Hong Kong listed companies effectively monitor related party transactions (“RPTs”). We employ a quasi-experimental approach, utilizing a mandatory rule introduced in 2004 that changed the minimum number of independent directors, and enhanced the independence and qualification requirements of independent directors for listed companies. Using a triple-differences setup, we find that companies affected by these new requirements experienced a significant increase in the value of announced RPTs. This positive effect is observed both in companies affected by all aspects of the reform and in those that only needed to increase their number of independent directors. We also observe that return on assets for the affected companies increased significantly following the rule change. However, these affected companies showed no significant reduction in their preference for RPTs. Our findings underscore the positive value created by independent directors of Hong Kong listed companies in vetting RPTs. They suggest that, within an appropriately structured regulatory framework, independent directors, even where the company is owner-controlled, can be effective in enhancing shareholder value. As the regulatory framework resulted from the 2004 reform has remained largely unchanged, our findings are still relevant for Hong Kong and offer valuable insights on the function of independent directors for other jurisdictions, particularly those with ownership-concentrated markets seeking to enhance their RPT monitoring mechanisms.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"82 ","pages":"Article 106261"},"PeriodicalIF":0.9,"publicationDate":"2025-03-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143769187","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Corporate control: Persistence and the shifting role of control-enhancing mechanisms in Italian listed firms (1978–2018)","authors":"Silvia Rigamonti","doi":"10.1016/j.irle.2025.106260","DOIUrl":"10.1016/j.irle.2025.106260","url":null,"abstract":"<div><div>This paper analyses the evolution of ownership and control of non-financial listed firms in Italy from 1978 to 2018. Corporate control is persistent in the Italian stock market, and this is a constant trait across time periods. Instead, ownership has changed over time. The use of control-enhancing mechanisms and, relatedly, the wedge has followed an irregular path. Legal and market conditions significantly influence how controlling shareholders structure their ownership and control over time. Family capitalism remains pervasive.</div></div>","PeriodicalId":47202,"journal":{"name":"International Review of Law and Economics","volume":"82 ","pages":"Article 106260"},"PeriodicalIF":0.9,"publicationDate":"2025-03-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143686342","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}