{
 "meta": {
  "generated": "2026-09-29",
  "license": "CC BY 4.0",
  "source": "https://conflictsandcapital.netlify.app/",
  "count": 5
 },
 "articles": [
  {
   "id": "the-sovereign-rewrite",
   "section": "chair",
   "path": "/chair/the-sovereign-rewrite",
   "view": "chair",
   "title": "The Sovereign Rewrite",
   "subtitle": "When a government rescues a bank or rewrites a securities law, it can change a cross-border deal that has already closed. Deal documents usually address that power (see change-in-law, force majeure or bail-in clauses) but cannot fully anticipate sovereign intervention. Virág Blazsek of the University of Leeds, who writes on bank bailouts and central bank digital currencies (CBDCs), discusses how the power works and why the law struggles to keep up with it.",
   "date": "2026-09-29",
   "lawStatedAsOf": "2026-09-28",
   "authors": [
    "Eric Martin"
   ],
   "interviewee": "Virág Blazsek, University of Leeds",
   "jurisdictions": [
    "Switzerland",
    "United States",
    "EU",
    "United Kingdom"
   ],
   "doctrines": [
    "Bank resolution",
    "Sovereign immunity",
    "Bail-in",
    "Central bank digital currency"
   ],
   "instruments": [
    "Foreign Sovereign Immunities Act",
    "Directive 2014/59/EU",
    "Securities Act of 1933, § 11"
   ],
   "dealStage": "Post-closing",
   "thesis": "A government that rescues a bank or rewrites a securities law can change a cross-border deal that has already closed, and deal documents cannot fully anticipate sovereign intervention, even when they address it through change-in-law, force majeure, or bail-in clauses. The column calls it the unwritten sovereign term: it cannot be negotiated into the contract, but a buyer can identify it before signing by asking where the government sits in the structure, what powers it holds that the documents do not mention, and where a remedy could be sought if it acts. The Credit Suisse rescue, and the Second Circuit’s affirmance of the dismissal of the bondholders’ suit against Switzerland under the Foreign Sovereign Immunities Act, show the gap between whether an intervention is lawful and whether any court will hear a claim about it.",
   "citations": {
    "cases": 1,
    "instruments": 3,
    "notes": 0
   },
   "readingTime": 10,
   "revised": "2026-09-29"
  },
  {
   "id": "foreign-by-control",
   "section": "brief",
   "path": "/brief/foreign-by-control",
   "view": "brief",
   "title": "Foreign by Control: When the Buyer’s Passport Stops Mattering",
   "subtitle": "The EU’s new foreign-investment screening regulation defines the investor it reaches by looking through the buyer to whoever ultimately controls it.",
   "date": "2026-08-20",
   "lawStatedAsOf": "2026-08-20",
   "authors": [
    "Eric Martin"
   ],
   "jurisdictions": [
    "EU",
    "United States"
   ],
   "doctrines": [
    "Foreign investment screening",
    "Ultimate control",
    "Merger control"
   ],
   "instruments": [
    "Regulation (EU) 2026/1386",
    "Regulation (EU) 2019/452"
   ],
   "dealStage": "Pre-signing",
   "thesis": "From January 17, 2028 the look-through to the acquirer’s ultimate control stops being an anti-circumvention rule and becomes part of the Union definition of a foreign investment. The standard for prohibiting a deal does not move with it: that is still the Treaty, construed strictly in Xella. What the widened trigger delivers is therefore not more prohibitions but a larger class of deals inside a national authorization requirement, moved from the art. 4(4) clock, which has a five-year ceiling, to the art. 4(5) clock, which has none. Articles 19 and 20, which govern assessment criteria and screening decisions, are not read for this piece and are named as the limit of it.",
   "citations": {
    "cases": 2,
    "instruments": 2,
    "notes": 9
   },
   "readingTime": 12
  },
  {
   "id": "rome-ii-governing-law",
   "section": "cornerstone",
   "path": "/cornerstone/rome-ii-governing-law",
   "view": "cornerstone",
   "title": "What Rome II Does to Your Governing-Law Clause",
   "subtitle": "The clause binds the parties who signed it. Four instruments nobody at the table negotiated govern everything else.",
   "date": "2026-08-20",
   "lawStatedAsOf": "2026-08-20",
   "authors": [
    "Eric Martin"
   ],
   "jurisdictions": [
    "EU",
    "United States",
    "Germany",
    "France"
   ],
   "doctrines": [
    "Choice of law",
    "Product liability",
    "Party autonomy",
    "Privity"
   ],
   "instruments": [
    "Regulation (EC) No 864/2007",
    "1973 Hague Products Liability Convention"
   ],
   "dealStage": "Diligence",
   "thesis": "The choice-of-law clause the buyer negotiated is irrelevant to the claim that matters. That much is familiar. What is not is that the clause the buyer acquired is the live one: after VKI v. Amazon a term reciting the trader's own law and stopping there is capable of being unfair, Annex I point (2) of Directive (EU) 2020/1828 makes an unfair term the subject of a representative action, and art. 2(1) of that Directive reaches infringements that ceased before the action was brought. The remedy that follows is an injunction, which looks cheap and is not: art. 8(2) allows a finding of infringement and an order to publish it, art. 13(3) makes the trader notify the affected consumers at its own expense, and art. 15 makes that final decision evidence in every follow-on national redress action against the same trader for the same practice. The size of the exposure is set by the expiry period, which is art. 17 of Directive (EU) 2024/2853 for units placed on the market after December 9, 2026 and art. 11 of Directive 85/374/EEC for everything before it; either way it runs ten years from the placing on the market of each unit rather than ten years from the deal, and it bounds the injured person's entitlement rather than the buyer's recourse against the seller, so the two periods do not net.",
   "citations": {
    "cases": 4,
    "instruments": 3,
    "notes": 11
   },
   "readingTime": 16
  },
  {
   "id": "enforcement-network",
   "section": "data",
   "path": "/data/enforcement-network",
   "view": "whats-market",
   "title": "By the Numbers, Release 01: The Cross-Border Enforcement Network",
   "subtitle": "An award is backed by one near-universal obligation; a judgment by several small treaties, one strong regional regime, and a great deal of national law.",
   "date": "2026-08-20",
   "lawStatedAsOf": "2026-08-20",
   "authors": [
    "Eric Martin"
   ],
   "jurisdictions": [
    "Global"
   ],
   "doctrines": [
    "Recognition and enforcement",
    "Choice of court",
    "Arbitration",
    "Judicial cooperation"
   ],
   "instruments": [
    "New York Convention 1958",
    "Hague Judgments Convention 2019",
    "Hague Choice of Court Convention 2005",
    "Hague Service Convention 1965",
    "Hague Evidence Convention 1970"
   ],
   "dealStage": "Post-closing",
   "thesis": "The choice between a court and a tribunal is a choice between two enforcement architectures, not between collectible and not: the award has one obligation of near-universal span, while the judgment relies on several small treaties, one strong regional regime, and each destination’s own recognition law.",
   "dataset": "cross-border-enforcement-network-2026-08",
   "citations": {
    "primary": 5,
    "cases": 0,
    "instruments": 5
   },
   "anchor": "btn-01"
  },
  {
   "id": "post-closing-reach",
   "section": "data",
   "path": "/data/post-closing-reach",
   "view": "whats-market",
   "title": "By the Numbers, Release 02: How Long Can a Closed Deal Be Reopened?",
   "subtitle": "Of the 44 jurisdictions with a power that can reach a completed transaction, four give the buyer a date on which the general call-in power lapses, running from an event fixed by the parties’ own transaction, which the four instruments variously put at completion, at the conclusion of the contract, or at registration.",
   "date": "2026-08-21",
   "lawStatedAsOf": "2026-08-21",
   "authors": [
    "Eric Martin"
   ],
   "jurisdictions": [
    "EU",
    "United States",
    "United Kingdom",
    "China",
    "Japan"
   ],
   "doctrines": [
    "Foreign investment screening",
    "Post-closing risk",
    "Limitation periods"
   ],
   "instruments": [
    "Regulation (EU) 2026/1386",
    "National Security and Investment Act 2021",
    "Investment Canada Act"
   ],
   "dealStage": "Post-closing / Call-in",
   "thesis": "Article 4(4) of the new EU Regulation reads as an extension of national reach and would, for part of the Union, be a contraction. Sixteen of the 27 Member States carry no outer limit today, but Article 4(4) is confined to an investment not subject to a prior authorization requirement, and the file does not classify each untimed power onto that track, so the supported statement is that it would newly cap between three and fifteen of them. Article 4(5), which governs the deal that needed a filing and did not make it, changes nothing for any of the 27: every one already meets its 24-month floor, and it names no maximum at all.",
   "citations": {
    "primary": 54,
    "cases": 0,
    "instruments": 54
   },
   "anchor": "btn-02"
  }
 ]
}