versão impressa ISSN 1808-2432
Rev. direito GV vol.4 no.1 São Paulo jan./jun. 2008
The activities of corporations interest many regulatory fields such as Corporate Law, Consumer Law, Criminal Law, Tax Law, Labor Law, Environmental Law etc. This is a varied complex area that deals with the interests of tax payers, stockholders, stakeholders, workers, executives,governments,international organizations, consumers etc. Regulating corporations is not a strictly business issue,but a social issue that can be studied from different perspectives.
Revista DIREITO GV n.7 is manly dedicated to corporations. One of its highlights is the article by Pr. Klaus J.Hopt from the Max Plank Institute-Hamburg that compares the EU and the USA corporate regulation. This issue also includes two important translations on other themes and four articles on contracts, copyright,tax law and on the role of lawyers.Let me start by presenting the two translations.
The first trabslation is a classical article by Eric A. Posner on social norms that applies Law & Economics postulates to the study of symbolic interactions between human beings in general.Posner is one of the leading scholars of the Law & Economics movement.This translation includes notes elaborated by José Rodrigo Rodriguez, Bruno M. Salama and Maria Carolina Foss to facilitate the comprehension of economic terminology.
The second one is the research agenda of the Max Plank Institute for Foreign and International Criminal Law written by its Director, Prof.Ulrich Sieber.The text makes an impressive analysis of the main problems faced by contemporary Criminal Law in the context of a risk society preoccupied with security issues. It gives close attention to terrorism,international organized crime and internet crimes.
The first five articles are on corporation or on corporations-related issues like arbitration, the protection of investors, corporate regulation and antitrust law.
The fist article,"The economics of arbitration: rational choice and value creation" by Celso Fonseca Pugliese and Bruno Meyerhof Salama examines the institute of arbitration and its relationship with court activities from the perspective of transactions costs. Its shows how arbitration can reduce the transactions costs in a certain normative environment and contribute to institutional improvement. The competition between arbitration and jurisdiction both stimulate the creation of fast procedures to solve conflicts and tend to increase the performance of contracts.
"The Protection Of Investors In The German Corporate Governance Code" by Roberto de Araújo Chacon de Albuquerque analyzes the German Corporate Governance Code as a tool to foster the confidence of investors and the general public in the functioning of companies listed on the stock market. Based on nationally and internationally accepted standards,the Code contains recommendations that aim at favoring a more efficient cooperation between the Board of Directors and the Supervisory Board.The article also highlights the connection between corporate governance and the promotion of transparency in company management.
"The modernization of corporate law: a transatlantic perspective" by Klaus J. Hopt, already mentioned above, is the transcript of a lecture at DIREITO GV given in September 11, 2007.
"Content and logical structure of the article 20 of statute 8.884/94 (antitrust law)" by Marcel Medon Santos is an interdisciplinary study of a standard of the Brazilian antitrust Law. The article combines Law and Economics and analyses the logical structure of the Brazilian Antitrust legal standard for anticompetitive conduct, identifying the criteria that compose it,and allowing thereby the location of the terms that enable the use of economic instruments and legal prudence in the analysis of anticompetitive conducts.
"Corporate regulation in the New Brazilian Civil Code" by Ligia Paula Pires Pinto Sica is an analysis of the role of judges and case law in the interpretation of the norms on corporations of the new Brazilian Civil Code.The main concern of the article is to reflect on how Law can guarantee economic agents the level of legal certainty needed to exercise their activities without losing its autonomy.
The five articles presented above are followed by other four on varied themes and by the two translations mentioned above.
"The impact of the internation treaties on tax law on the brazilian law" de Gustavo Mathias Alves Pinto presents the main aspects of the interaction between tax treaties and national law within the Brazilian legal system, including the exam of the Constitution and statutes, as well as the relevant cases on the subject.The article aims at demonstrating that, regarding the specific situations addressed in its body, the tax treaty takes precedence over the national law,based on the principle of self-limitation of taxation power.
"The possibility to stipulate payments in foreign currency in Brazilian Law" by Marcelo Sampaio Siqueira examines the rules for nullifying contract clauses for payments in foreign currencies, in Brazil, even when the conversion to national currency might occur when the obligation is due. For that purpose, this paper analyses article 318 of the new Brasilian Civil Code and the special regulations on this subject.
"'New Products'As A Lawyer's Competence" by Gilberto de Abreu Sodré Carvalho is an analysis of the role of lawyers in the development of new products projects.This article aims at providing a possible methodology for a new products project in which counseling has protagonist role.In such methodology the coined term 'Pre-Product' shows the idea of an object being modeled in accordance with its adaptation to several legal structured environment systems until it becomes a product to be launched.
"Seventy Years Later:Noel Rosa's Copyrights" by Daniel do Amaral Arbix aims to analyze such rights' functionality with respect to musical works, in order to evaluate, in this field specifically, the flexibility of copyright protection and its adequacy for the creation of new works. To perform such task, the creative process of Brazilian samba expert, Noel Rosa, is examined.
Revista DIREITO GV wishes to thank authors and copyright owners for the authorization to translate their articles. It also wishes to thank the following translators and revisors: Professors Viviane Muller Prado, Marta Rodrigues Assis Machado, Flávia Portella Püschel, José Rodrigo Rodriguez, Bruno M. Salama, and the researchers Maria Carolina Foss e Vivian Cristina Schroscher.
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We hope our readers will appreciate this issue and keep stimulating our work.