Contractual Restrictions Research Articles

Revenue Recognition Dilemma under International Financial Reporting Standard (IFRS 15): Perspectives from Key Impacted Firms in Nigeria

This study examined the post -implementation impact of IFRS 15 from the Nigerian perspective and challenges associated with the adoption. Four listed companies operating in IFRS 15 key impacted firms in Nigeria which accounts for 82% of total market capitalization as of April 2021 were selected. The data extracted were analyzed with the aid of tables, charts, ratios, percentages and content analysis. The study revealed that listed firms in Nigeria aligned with the need to adopt and fully implement IFRS 15 in their financial reporting in response to regulatory pressure and increased internationalization of their operations. The study, therefore, concluded that adoption and implementation of IFRS 15 had a positive effect on accounting numbers of listed firms in Nigeria. The study identified the proper identification and treatment of royalties, income taxes, proper delineation of revenues from contractual fees, the need for persistent contract modifications, capitalization of contract costs, and collectability issues, as key challenges of IFRS 15 implementation. The study recommended that the Board and Management of companies operating in the IFRS 15 impacted industries should always provide greater clarity on the basis used for arriving at the significant judgment calls they make. Also, the Financial Reporting Council and external auditors need to develop workable methodologies to monitor and tighten compliance with both quantitative and qualitative IFRS 15 disclosure requirements.

The Turkish Competition Authority’s Google Shopping Decision: Does It Hit The Bull’s Eye?

Google, like other tech giants, has been under close scrutiny by competition authorities in many jurisdictions. Turkey is one of those jurisdictions in which recently Google has received unfavourable outcomes. First, in November 2018, the Turkish Competition Authority (Rekabet Kurulu) (‘TCA’) fined Google1 approximately €17 million on the ground that it abused its dominant position in the market for licensed mobile operating systems by imposing contractual restrictions on mobile device manufacturers to strengthen the position of Google search and Google WebView in Android mobile devices.2 It imposed a set of remedies requiring Google to end its practices granting such preferential treatment to Google search and Google WebView.3 Although the aforementioned decision of the TCA was influenced by the European Commission’s (‘Commission’) decision in Google Android,4 its findings and remedies did not completely coincide with those of the latter. Due to its disagreement with the TCA on the implementation of the imposed remedies, Google announced that it would cease to offer its Android services to devices that would be sold to the Turkish market.5 This tension between the TCA and Google soon ended, as the TCA accepted the new package of commitments submitted by Google.6

ОТДЕЛЬНЫЕ ПРОБЛЕМЫ РЕАЛИЗАЦИИ ПРЕИМУЩЕСТВЕННОГО ПРАВА ПОКУПКИ ДОЛИ (АКЦИЙ)

The paper provides analysis of the rights available to the parties of the legal relationships resulting from exercise of the right of pre-emption in respect of the participatory interest (shares), including, in particular, transformation powers available to the right holder, claims against the transferor (grantor) and its counterparty, as well as the right to take away the participatory interest (shares) from such counterparty. The author demonstrates that for the purposes of resolving theoretical and practical problems arising in this connection the constitutive theory – according to which the exercise of the right of pre-emption leads to the emergence of a new contract between the right holder and the transferor (grantor) generally on the same conditions as the original contract between the transferor (grantor) and its counterparty (the principle of identity) – has indisputable advantages. The paper, among other things, provides indepth analysis of individual cases of deviation from the principle of identity as well as the problems relating to modification, termination and invalidity of the original contract. In addition, the author examines in detail the rights available to the counterparty and the transferor (grantor), including the particularities of settlement in case where the right holder takes away the participatory interest (shares) from the counterparty as a result of exercise of the right of pre-emption.

Copyright and Joint Authorship as a Disruption of the Video Game Streaming Industry


 
 
 Video game streaming on sites like YouTube and Twitch is now a billion-dollar industry. Top streaming personalities make tens of millions of dollars annually, as viewership of video game play continues to expand. While video game companies’ control over intellectual property embodied in video games is largely accepted, streamers’ rights in their recorded gameplay have yet to be settled.
 Game companies likely maintain the right to stop unauthorized streaming of gameplay, but most do not exercise that right, as streaming represents free advertising. This raises the related question of what rights streamers have against unauthorized use of their gameplay. It also raises the question, unexplored in the literature, of what rights gameplayers maintain when competitors in their online games stream their matches.
 We find that copyright can provide protection to streamers over the audiovisual recordings of their play, subject to contractual limitations imposed by game companies. Our analysis likewise establishes that gamers whose play is streamed by another party may qualify as joint authors of the streamed recording. This co-authorship could result in multi- millionaire streamers owing an accounting to other players appearing in their streams. The Article then explores the potential business implications associated with these findings and discusses potential strategies to protect the interests of game companies and streamers.
 
 

Assessing the Potential of LPWAN Communication Technologies for Near Real-Time Leak Detection in Water Distribution Systems.

While low-power wide-area network (LPWAN) technologies have been studied extensively for a broad spectrum of smart city applications, their potential for water distribution system monitoring in high temporal resolution has not been studied in detail. However, due to their low power demand, these technologies offer new possibilities for operating pressure-monitoring devices for near real-time leak detection in water distribution systems (WDS). By combining long-distance wireless communication with low power consumption, LPWAN technologies promise long periods of maintenance-free device operation without having to rely on an external power source. This is of particular importance for pressure-based leak detection where optimal sensor positions are often located in the periphery of WDS without a suitable power source. To assess the potential of these technologies for replacing widely-used wireless communication technologies for leak detection, GPRS is compared with the LPWAN standards Narrowband IoT, long-range wide area network (LoRaWAN) and Sigfox. Based on sampling and transmission rates commonly applied in leak detection, the ability of these three technologies to replace GPRS is analyzed based on a self-developed low-power pressure-monitoring device and a simplified, linear energy-consumption model. The results indicate that even though some of the analyzed LPWAN technologies may suffer from contractual and technical limitations, all of them offer viable alternatives, meeting the requirements of leak detection in WDS. In accordance with existing research on data transmission with these technologies, the findings of this work show that even while retaining a compact design, which entails a limited battery capacity, pressure-monitoring devices can exceed runtimes of 5 years, as required for installation at water meters in Austria. Thus, LPWAN technologies have the potential to advance the wide application of near real-time, pressure-based leak detection in WDS, while simultaneously reducing the cost of device operation significantly.

Repairing Medical Equipment in Times of Pandemic

The COVID-19 pandemic that has gripped the world since early 2020 has underscored the need for an effective right to repair medical equipment. As healthcare systems have been pushed to the limit, keeping critical medical equipment (such as ventilators) in working order has become a matter of life and death. Unfortunately, the ability of hospitals and other health care providers to service and fix their medical equipment is often hindered by the tight control that original equipment manufacturers keep over repair of their products. On top of direct contractual restrictions on repair, one of the major difficulties encountered by hospital-based and third-party service providers is the lack of access to service manuals, service keys, schematics, replacement parts, and repair tools. The ability to block access to these critical items is abetted, in large part, by intellectual property laws.In August 2020, a new federal legislation was introduced to address this problem—the Critical Medical Infrastructure Right-to-Repair Act of 2020 (the “Act”). The Act is designed to facilitate repair of critical medical infrastructure during the current COVID-19 pandemic, and to do so, it addresses various relevant intellectual property issues. This Article provides a critical analysis of the Act and examines the extent to which it could serve its prescribed goal. We also investigate the role that courts could play, alongside such legislation, by using policy levers that already exist in intellectual property law to provide relief to hospital-based and independent service technicians and mandate manufacturers to cooperate with them in certain circumstances.

Integrating care between an NHS hospital, a community provider and the role of commissioning: the experience of developing an integrated respiratory service

ObjectivesAn integrated respiratory service was commissioned in 2016 in a UK region to support patients with chronic obstructive pulmonary disease. The service brought together the respiratory department of a National...

Algorithmic Collusion and Scrutiny: Examining the Role of the ACCC’s Information Gathering Powers in the Digital Era

An important emerging issue is the fitness-for-purpose of the Australian Competition and Consumer Commission’s (‘ACCC’) information gathering powers given the challenges caused by the proliferation of complex algorithms. This article considers potential harms that may be caused to competition and consumers by (i) algorithms that may assist in creating or enforcing vertical or horizontal restraints; (ii) algorithms that enable self-preferencing by dominant platforms; (iii) algorithms that may facilitate the enforcement of anti-competitive contractual restrictions; and (iv) ranking algorithms that may mislead consumers. After surveying the relevant literature – especially in relation to the potential harms of horizontally collusive algorithms – and the state of the ACCC’s information gathering powers under section 155(1) of the Competition and Consumer Act 2010 (Cth), this article proposes an additional two technology-based information gathering powers, including the power for the ACCC to scrutinise algorithms.

Посмертная передача цифровых объектов: пользовательское соглашение vs национальное наследственное право

The article reviews the issue of the correlation of rules for the postmortem transfer of digital objects established by user agreements of online communities as public agreements on the one hand and national inheritance law on the other hand. Essentially, the problem is that the case law of the Supreme Court of Russia de facto sanctions contractual restriction of inheritance even in cases not directly stipulated by law. Such restriction is imperatively stipulated in the majority of user agreements. The author concludes that three approaches to the determination of the essence of a legal relation between a user being a testator and an Internet community administrator have been currently established in the doctrine and judicial practice. According to the first approach, such a legal relation is a legal relation involving a consumer, thus, the postmortem transfer of rights under a user agreement (and therefore digital objects assigned to the heir's account) should be carried out even notwithstanding any possible contractual limitations. The second approach is based on the conceptualization of such a legal relation as a legal relation not involving a consumer, for which cause contractual limitation of inheritance under a user agreement is possible. The third approach is based on the conceptualization of a separate type of such a legal relation — a legal relation between a player and an online game administrator — as a legal relation concerning the organization of a game and participation in it, the rights whereunder are not subject to judicial protection and thus may be restricted. Based on an analysis of specific cases, legal doctrine and legislation files, the author concludes that there are grounds for the determination of relations between a user being a testator and an Internet community (social media, game platform, etc.) administrator as relations involving a consumer. Therefore, a conclusion is made that the restriction of inheritance rights under a user agreement is inadmissible.

The Effect of Bond Market Transparency on Bank Loan Contracting

We find that bond issuers receive bank loans with 12% fewer covenants when the secondary corporate bond market becomes more transparent. The treatment effect is more pronounced when bond trades are more informative, when stock prices are less informative, and when the likelihood of future debt-equity agency conflicts is higher. The evidence suggests that bond prices in a transparent secondary bond market reflect forward-looking information that mitigates banks’ information risk when entering into loan contracts. As such, banks impose fewer contractual restrictions in lending agreements. Treatment firms are also less likely to employ gradually tightening dynamic-threshold covenants as a signaling device. Finally, we find corroborating evidence from primary bond issues. Taken together, our findings suggest that secondary bond market frictions affect debt contract design.

Recompondo a função social do contrato: é possível um sistema em que a menor minoria possua uma tutela efetiva?

A função social é um dos mais instigantes princípios que se fazem presentes sobre as relações contratuais. A partir dela, os limites contratuais ganham contornos fluidos, de forma a se moldarem às necessidades e expectativas sociais. Com a nova regulação das relações privadas, advinda da Lei da Liberdade Econômica (Lei 13.874/19), os caracteres econômicos da função social, já percebidos na Constituição Federal de 1988 ganharam especial relevo. O presente trabalho busca demonstrar como o individual e o social são chamados a caminhar juntos no novo universo das relações privadas.

Consumption Vouchers during COVID-19: Evidence from E-Commerce

As households reduce discretionary spending in response to the COVID-19 pandemic, concerns are high that a resulting fall in aggregate demand can lead to a lasting recession post-COVID-19. Consequently, policies aimed at stimulating consumer spending are of key interest to governments working to mitigate the economic costs of the pandemic. While some governments have relied on direct household cash transfers, others have used consumption vouchers, which are cash discounts for purchases of goods. Compared to cash, which can be saved, consumption vouchers expire if not utilized within a deadline; are available only if utilized for targeted goods; and as such, have the potential to be more efficacious at stimulating spending. We evaluate consumption vouchers leveraging randomized controlled experiments implemented at JD.com, a large e-commerce platform based in China. The scale of the experimentation - comprising about 110 million users - allow us to causally evaluate a range of vouchers on their digital distribution, targetability, money value and contractual restrictions. We find that the design of the vouchers is key to their efficacy, and that best designed vouchers stimulate incremental spending of about 2X the expenditure incurred on the voucher. These results can help drive public policy and also underscore the value of distribution, transaction and testing of vouchers via digital platforms such as e-commerce, making them private sector facilitators of public policy goals.

Problems of the law choice and its limitations while EPC-contracts concluding

Due to the rapid development of social relations in Ukraine, national legislation can`t keep up to regulate them properly, whichforce businesses to use the rules of foreign jurisdictions or the pro-forms of international specialized organizations to carry out the cont -ractual transactions more frequently. The article provides examples of how the complex contractual relations are governed in practiceand how the businesses are forced to protect its interests while entering into EPC-contracts.The authors have researched the emergence of the contract templates, which were created by International Federation of ConsultingEngineers (FIDIC) and the way to use such templates according to Ukrainian law. Also, the article analyzes application of certainprovisions of the economic and civil legislation, which are reflected in EPC-contracts. Individual cases that were considered by theInternational Commercial Arbitration Court at the Chamber of Commerce and Industry of Ukraine were analyzed as well.There is substantiated the opinion that regarding to provision of the contractual limitation of obligations for the actual losses feesand damages caused to economic entities as well as the possibility to freely use the international organizations pro-form in case whenits provisions do not contradict the imperative norms of the Ukrainian legislation and the principles of economic management inUkraine. Also, article analyzes how the choice of law can be made while concluding an EPC contract. The authors presented their theseson how the provisions of the EPC contract should be harmonized with the norms of national legislation.The authors support theory of Dépeçage to introduce a number of protective provisions, which include the existence of mandatoryrules in the legal system of a state, which would make it impossible to circumvent the law, and contain reservations about public order.This research shows that there is an opportunity to gain many advantages by the application of the theory of Dépeçage in EPC-cont racts.

The Case for Noncompetes

Scholars and other commentators widely assert that enforcement of contractual and other limitations on labor mobility deters innovation. Based on this view, federal and state legislators have taken, and continue to consider, actions to limit the enforcement of covenants not-to-compete in employment agreements. These actions would discard the centuries-old reasonableness standard that governs the enforcement of these provisions, often termed “noncompetes,” in all but four states (notably, California). We argue that this zero-enforcement position lacks a sound basis in theory or empirics. As a matter of theory, it overlooks the complex effects of contractual limitations on labor mobility in innovation markets. While it is frequently asserted that noncompetes may impede knowledge spillovers that foster innovation, it is frequently overlooked that noncompetes may encourage firms to invest in cultivating intellectual and human capital. As a matter of empirics, we show that two commonly referenced bodies of evidence fail to support zero enforcement. First, we revisit the conventional account of the rise of Silicon Valley and the purported fall of the Boston area as innovation centers, showing that this divergence cannot suitably be explained by differences in state law regarding noncompetes. Second, we show that widely cited empirical studies fail to support a causal relationship between noncompetes, reduced labor mobility, and reduced innovation. Given these theoretical and empirical complexities, we propose an error-cost approach that provides an economic rationale for the common law’s reasonableness approach toward contractual constraints on the circulation of human capital.

Will I Get Paid? Employee Stock Options and Mergers and Acquisitions

AbstractWe analyze how employee compensation contracts of target firms affect merger terms and outcomes. Using unique data from merger agreements, we document that in 80.0% of all merger and acquisition (M&A) deals, at least some of the target’s employee stock options (ESOs) are canceled by the acquirer and not replaced by new equity-based grants. Contract modifications reduce the value of ESOs by 38.4% in the average M&A deal. Further, the combined merger returns are larger when employees experience greater losses. Overall, our results indicate that the benefits of reducing the number of ESOs outweigh the potential negative effects on firm value.

Nonlinear reserving and multiple contract modifications in life insurance

Life insurance cash flows become reserve dependent when contract conditions are modified during the contract term on condition that actuarial equivalence is maintained. As a result, insurance cash flows and prospective reserves depend on each other in a circular way, and it is a non-trivial problem to solve that circularity and make cash flows and prospective reserves well-defined. In Markovian models, the (stochastic) Thiele equation and the Cantelli Theorem are the standard tools for solving the circularity issue and for maintaining actuarial equivalence. This paper expands the stochastic Thiele equation and the Cantelli Theorem to non-Markovian frameworks and presents a recursive scheme for the calculation of multiple contract modifications.

Settlement agreements, legal information and the mistake of law rule in contract

The extent of the doctrine of contractual mistake of law is evaluated in light of the Court of Appeal’s decision in Brennan v Bolt Burdon through the lens of economic efficiency, the associated incentivisation of productive information acquisition and contractual risk allocation. The Brennan court’s decision limits the relief available for claims of mistake grounded in unanticipated changes in the law to mistakes involving exceptional errors. In so doing it acknowledges the risk inherent in accepting contractual settlement offers as a matter of commercial risk taking which can be offset through express contractual limitation, subject to public policy concerns. The article considers the effects of such contractual risk allocation as well as the cost of dispelling ignorance to recommend a clarification of the scope of the mistake of law. This rule is based upon the gains to be achieved from the underlying contract to the contractual parties as well as advantages to society engendered by the dissemination of information about the law itself.

Implementing the New Revenue Standard for Construction Entities

Implementing the New Revenue Standard for Construction Entities Wing W. Poon Abstract The Financial Accounting Standards Board and the International Accounting Standards Board in 2014 jointly issued significantly revised standard on revenue recognition. The new standard became effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period with a one-year deferral for nonpublic entities. The new standard provides a single comprehensive principle-based revenue recognition model to be applied across industries and jurisdictions. It replaces the detailed and often disparate industry-specific guidance existed under U.S. accounting standards. The focus of this paper is to examine the implementation of the new revenue standard for construction entities. Issues related to the pattern of revenue recognition, combining contracts and contract modifications are examined. In general, the fundamental accounting for long-term construction contracts does not change significantly by the new standard. Full Text: PDF DOI: 10.15640/ijat.v8n1a1

Recent Judicial Decisions of Interest to Energy Lawyers

This article summarizes a number of recent judicial decisions of interest to energy lawyers. The authors review and comment on the past year’s case law in several areas including alternative dispute resolution, bankruptcy and insolvency, contractual interpretation (including operator agreements), competition law, corporate separateness, damages and limitations of liability, Indigenous law, torts, and selected developments relating to summary dismissal. Specific topics addressed include the interpretation of exclusion clauses; the reaffirmation of the principle of corporate separateness; confirmation that environmental cleanup costs take priority over creditors in bankruptcy proceedings; confirmation that the development, passage, or enactment of legislation does not trigger the duty to consult; and apportionment of liability and Pierringer agreements. 
 For each case, some background information is provided, followed by a brief explanation of the facts, a summary of the decision, and commentary on the outcome.

Non-Competes, Human Capital Policy & Regional Competition

In the past few years, human capital law has become one of the most dynamic policy fields in the country. Multiple states have reformed their noncompete policies, passing new legislation that limits their use. New bills that would similarly limit the enforcement of noncompetes are currently before Congress. Both the use of noncompetes and litigation over their enforcement, are on the rise nationwide, and several state attorney generals have taken up the issue by launching investigations into employers who require their workforce to sign unenforceable noncompetes. An equally dazzling wealth of studies, analysis, intellectual debates, and exchanges have emerged on the research side. In particular, the past few years brought a significant number of empirical, experimental, and theoretical studies offering more evidence and explanations about the key role that human capital policy, including noncompete contracts, plays in industries and regions. This article, written for a symposium honoring the scholarship of Professor Ronald Gilson, I present the state of the scholarly field on human capital and economic competition and develop three arguments about the future of noncompete research. First, in Part I, I unpack the multiple dynamic effects that job mobility and noncompetes have on regions. Beyond knowledge spillovers, it is important to recognize a range of distinct, though interrelated effects. These include at least ten important aspects that are supported by job mobility: behavioral, dynamic, firm-level, and regional-level effects. In particular, a neglected aspect in the literature of noncompetes is the disproportionate harmful effect noncompete clauses may have on women. Recent economic research on labor market monopsonies and the relationship between mobility and wage growth allows us to see connections between innovation policy and distributive justice. Second, I argue that while the study of noncompetes has been invaluable to understanding talent flows, mobility restrictions are far broader than merely formal covenants not to compete. Covenants that restrict employee mobility appear in many shapes and forms. I introduce the range of contractual restrictions that employers require in standard agreements and I argue that these restrictions too, should be understood and researched through the lens of labor market competition and mobility. Third, I argue that the prevalence of practices that subvert policy requirements, such as including unenforceable restrictions in employment contracts underscores how we as scholars need to encompass market practices in the empirical research, as well as recognize comparative advantages of proactive solutions including antitrust and regulatory tools over contract doctrine.