{
"meta": {
"generated": "2026-08-31",
"license": "CC BY 4.0",
"count": 22,
"lawStatedAsOf": "2026-08-31",
"note": "Each entry is a statement of law in miniature and is held to the standard of a footnote: the instrument is named and the provision is pinned. The entries summarize; they are not a substitute for the citations in the pieces."
},
"terms": [
{
"term": "Article 5 cascade",
"aka": [
"product-liability cascade"
],
"gloss": "Rome II’s ordered connecting factors for a product-liability claim: the habitual residence of the person sustaining the damage when the damage occurred, then the country of acquisition, then the country of damage, each limb applying only if the product was marketed there. The timing matters: a claimant who has moved since the injury is placed by where she was then, not where she is now. Art. 4(2) takes priority where claimant and defendant are habitually resident in the same country, and art. 23(1) fixes a company’s habitual residence at its central administration, or at a branch or establishment where the damage arises in the course of its operation. Within art. 5(1) a foreseeability override applies the law of the habitual residence of the person claimed to be liable where marketing in the selected country could not reasonably have been foreseen, and art. 5(2) displaces the whole cascade for a manifestly closer connection with another country. The cascade is displaced entirely where the 1973 Hague Products Liability Convention applies: art. 28(1) of Rome II preserves conventions to which a Member State was party when Rome II was adopted, and because the 1973 Convention also binds non-Member States art. 28(2) does not claw it back, so it continues to govern in France, Spain, Luxembourg, the Netherlands, Finland, Croatia, and Slovenia.",
"doctrine": "Product liability"
},
{
"term": "Brussels Ia",
"aka": [
"Regulation (EU) No 1215/2012",
"Brussels I Recast"
],
"doctrine": "Recognition and enforcement",
"gloss": "Regulation (EU) No 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters. Between Member States it is the strongest judgment regime in this column’s sample and it beats every Hague instrument inside the Union: art. 36(1) recognizes a judgment given in one Member State in the others “without any special procedure being required” and art. 39 makes it enforceable “without any declaration of enforceability being required.” Refusal is possible only on the closed list in arts. 45 and 46, on the application of an interested party, and art. 45(3) forbids review of the jurisdiction of the court of origin outside the protective and exclusive heads. Art. 23(4)(a) of the 2019 Judgments Convention stands aside for a regime of this kind adopted before that Convention was concluded. Denmark is bound not by the Regulation but by a parallel agreement with the Union."
},
{
"term": "Call-in window",
"aka": [
"call-in power",
"ex officio review"
],
"gloss": "The period after completion during which a screening authority may open a review, and unwind, a transaction it was never asked to clear. Reg (EU) 2026/1386 sets two floors. Where the investment was not subject to a prior authorization requirement, art. 4(4) requires at least 15 months and permits Member States to go to a maximum of five years. Where it was subject to authorization and was not filed, or was filed only after completion, art. 4(5) requires at least 24 months and sets no maximum.",
"doctrine": "Foreign investment screening"
},
{
"term": "Choice-of-law clause",
"aka": [
"governing-law clause"
],
"gloss": "A contract term by which the parties select the law governing their contractual relationship. Within contract it is given effect by art. 3 of Regulation (EC) No 593/2008 (Rome I), subject to the consumer floor in art. 6(2), the employment floor in art. 8, overriding mandatory provisions under art. 9, and public policy under art. 21. It binds only the parties who agreed it, and it does not fix the law applicable to a non-contractual claim by a stranger to the contract, which Rome II assigns by its own rules. It is not irrelevant there either: a pre-existing contractual relationship is a connecting factor under Rome II art. 4(3) and the express example of a manifestly closer connection under art. 5(2), which selects the law of a country and not the law the clause chose.",
"doctrine": "Choice of law"
},
{
"term": "Foreign-investment screening",
"aka": [
"FDI screening",
"national security review",
"investment screening"
],
"gloss": "Review of an acquisition by a state authority for national-security or public-order risk, with power to prohibit it or clear it subject to conditions. It is separate from competition review, applies its own thresholds, and in the EU is being made mandatory in every Member State by art. 3(1) of Reg (EU) 2026/1386, which each Member State must have notified to the Commission under art. 3(2) by January 17, 2028. Art. 4(15) of the same Regulation sets a sector floor: a prior authorization requirement is compulsory where the target works on the technologies listed in Annex I. CFIUS is the United States mechanism of this kind, not a synonym for the concept.",
"doctrine": "Foreign investment screening"
},
{
"term": "Gun-jumping",
"aka": [
"standstill obligation",
"suspensory obligation"
],
"doctrine": "Merger control",
"gloss": "Completing, or implementing in substance, a transaction that a suspensory regime required to be cleared first. Merger control and foreign-investment screening both impose it, and the sanction is the thing to price rather than the prohibition: under the national screening regimes in this column’s Release 02 the consequence ranges from a fine, through an untimed power to unwind, to nullity by operation of law in France, Latvia, and Lithuania and a suspensive condition in Austria, Croatia, and Cyprus. Case C-213/04 Burtscher is the reason a nullity that follows automatically from a late filing is not beyond challenge: the Court held that art. 56(1) EC, now art. 63 TFEU, precludes national legislation under which the mere fact that a required declaration is filed late makes the transaction retroactively invalid."
},
{
"term": "Hague Choice of Court Convention",
"aka": [
"2005 Convention"
],
"gloss": "The 2005 Convention, in force since October 1, 2015. Where the parties have concluded an exclusive choice-of-court agreement, the chosen court must hear the case unless the agreement is null and void under the law of that state (art. 5), the courts of other contracting states must suspend or dismiss on the terms of art. 6, and the resulting judgment circulates under art. 8 subject to the refusal grounds in art. 9. Art. 3(b) presumes exclusivity where the courts of one contracting state are designated unless the parties expressly provide otherwise. Art. 22 extends the regime to non-exclusive agreements only where both states concerned have declared; Switzerland is so far the only Contracting Party to have declared, on September 18, 2024, so no art. 22 regime is yet operative between any two of them. Two limits decide whether it reaches a technology deal at all. Art. 2(2) excludes the validity of intellectual property rights other than copyright at point (n) and their infringement at point (o), except where infringement proceedings are brought for breach of a contract between the parties relating to those rights or could have been. And art. 16(1) applies the Convention only to agreements concluded after its entry into force for the state of the chosen court, which is the trap in a clause drafted before that date. It is in force in 39 of the 116 entries in this column’s Release 01 dataset.",
"doctrine": "Choice of court"
},
{
"term": "Hague Evidence Convention",
"aka": [
"1970 Evidence Convention",
"Convention of 18 March 1970"
],
"gloss": "The Convention of 18 March 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters. It supplies a letter-of-request channel and a consular and commissioner channel for obtaining evidence in another contracting state. Sixty-nine of the 116 entries in this column’s enforcement dataset are party, ten fewer than the Service Convention, so a dispute can have a treaty route for service and none for evidence.",
"doctrine": "Recognition and enforcement"
},
{
"term": "Hague Judgments Convention",
"aka": [
"2019 Convention",
"Convention 41"
],
"gloss": "The 2019 Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters. It creates a circulation regime for judgments between contracting parties on the jurisdictional bases listed in art. 5, with exclusions in art. 2 and refusal grounds in art. 7. Being bound is not the whole answer: under art. 29 the Convention has effect between two Contracting States only if neither has notified the depositary regarding the other, so a count of contracting parties is the outer bound of the network rather than its size. It entered into force in 2023 and remains far narrower than the New York Convention’s; it is in force in 33 of the 116 entries in this column’s Release 01 dataset. The United States signed in 2022 and has not ratified. Scope is the gate that matters on a technology beat: art. 2(1) excludes intellectual property at point (m), and also privacy at (l), defamation at (k), insolvency at (e), and most competition claims at (p), so a technology dispute is frequently outside it even between two contracting parties.",
"doctrine": "Recognition and enforcement"
},
{
"term": "Hague Service Convention",
"aka": [
"1965 Service Convention",
"Convention of 15 November 1965"
],
"gloss": "The Convention of 15 November 1965 on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. It applies where a document has to be transmitted abroad for service, and where it applies the channels it provides are exclusive of any other route the forum might otherwise have used, so membership constrains as well as enables. Seventy-nine of the 116 entries in this column’s enforcement dataset are party. Hong Kong SAR and Macao SAR carry their own entries, because the Convention extends to them separately from the People’s Republic.",
"doctrine": "Recognition and enforcement"
},
{
"term": "Merger control",
"aka": [
"antitrust clearance",
"Phase I",
"Phase II"
],
"gloss": "Competition review of a transaction. The EU test, in art. 2(3) of Reg (EC) No 139/2004, is whether the concentration would significantly impede effective competition, in particular as a result of the creation or strengthening of a dominant position: dominance is an illustration inside that test, not an alternative to it, and it was the pre-2004 test, in art. 2(3) of Reg (EEC) No 4064/89. Other regimes ask instead whether the transaction would substantially lessen competition: in the United States under section 7 of the Clayton Act, 15 U.S.C. § 18, and in the United Kingdom under section 22 of the Enterprise Act 2002. Its thresholds are financial, turnover in the EU and transaction and party size in the United States under 15 U.S.C. § 18a, and are not the buyer’s nationality. Clearance under it says nothing about foreign-investment screening or the subsidies regime.",
"doctrine": "Merger control"
},
{
"term": "New York Convention",
"aka": [
"1958 Convention",
"NYC"
],
"gloss": "The 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Art. II obliges contracting states to recognize arbitration agreements; art. III obliges them to recognize an award as binding and enforce it, in accordance with the rules of procedure of the territory where the award is relied upon, subject to the refusal grounds in art. V. Art. I(1) reaches awards made in another state and awards not treated as domestic where enforcement is sought; art. I(3) permits the reciprocity and commercial reservations, and whether a given state has entered either is recorded against that state on the UNCITRAL status table rather than counted here. It has 172 contracting states, and is in force in 113 of the 116 entries in this column’s Release 01 dataset.",
"doctrine": "Arbitration"
},
{
"term": "Overriding mandatory provisions",
"aka": [
"lois de police",
"art. 9 Rome I",
"art. 16 Rome II"
],
"doctrine": "Choice of law",
"gloss": "Rules a state regards as crucial for safeguarding its public interests to such an extent that they apply to any situation falling within their scope, whatever law the conflicts rules otherwise select. Rome I art. 9(1) defines them and art. 9(2) preserves those of the forum; Rome II art. 16 does the same for non-contractual obligations. They are the reason a correctly reasoned choice-of-law answer can still be the wrong answer: the applicable law decides the claim, and these apply on top of it. They are narrower than mandatory rules that merely cannot be contracted around, which is the category art. 3(3) of Rome I and art. 6(2) address."
},
{
"term": "Party autonomy",
"aka": [
"freedom of choice",
"Article 14"
],
"gloss": "The parties’ freedom to choose the applicable law. Rome II art. 14 permits it for non-contractual obligations, but only between the parties to the obligation and, before the event, only between commercial parties on freely negotiated terms. Art. 14(2) and art. 14(3) then preserve the non-derogable rules of a single connected country and of Union law respectively, so a choice cannot escape them. For intellectual property the bar is absolute: art. 8(3) provides that the law applicable under art. 8 “may not be derogated from by an agreement pursuant to Article 14”. Art. 6(4) is worded identically for unfair competition and restrictions of competition, with one qualification worth knowing: where an act of unfair competition affects exclusively the interests of a specific competitor, art. 6(2) applies art. 4 instead, and how far art. 6(4) reaches a claim routed that way is contested. On a technology beat the carve-out to rely on is art. 8(3).",
"doctrine": "Party autonomy"
},
{
"term": "Prior authorization requirement",
"aka": [
"notifiable transaction",
"mandatory filing",
"suspensory filing"
],
"doctrine": "Foreign investment screening",
"gloss": "A rule requiring clearance before a transaction may complete, as against a power to review one that has already completed. The distinction decides which clock a deal is on under Reg (EU) 2026/1386: art. 4(4), with a floor of 15 months and a ceiling of five years, is confined to an investment not subject to a prior authorization requirement, and art. 4(5), with a floor of 24 months and no stated maximum, applies where the investment was subject to one and was not filed or was filed after completion. A deal that was subject to the requirement and was in fact cleared sits on neither. Art. 4(15) compels a prior authorization requirement in named sectors in every Member State, which is what moves a deal across that line."
},
{
"term": "Privity",
"aka": [],
"gloss": "The principle that a contract binds only its parties. It is the common-law way of putting the point; in a Rome II analysis the work is done by art. 14, under which a choice of law “shall not prejudice the rights of third parties” and a pre-event choice is confined to commercial parties on freely negotiated terms. Either way, the injured consumer signed nothing.",
"doctrine": "Privity"
},
{
"term": "Recognition and enforcement",
"aka": [
"enforceability",
"collectability"
],
"gloss": "Two distinct acts that a single phrase runs together. Recognition gives a foreign judgment or award effect as a determination, so it can be relied on defensively as res judicata without any execution. Enforcement is the further step of executing it against assets, and in most systems it needs a separate order. A judgment can be recognized and not enforceable. The grounds for refusing either are set by whichever instrument applies: art. V of the 1958 New York Convention for awards, art. 7 of the 2019 Judgments Convention, art. 9 of the 2005 Choice of Court Convention, and arts. 45 and 46 of Brussels Ia, under which the declaration of enforceability between Member States was abolished. Where no instrument applies, the destination’s own recognition law governs, and this column does not measure it. This is the question that decides whether winning is worth anything.",
"doctrine": "Recognition and enforcement"
},
{
"term": "Representative action",
"aka": [
"Directive (EU) 2020/1828",
"collective redress"
],
"doctrine": "Collective redress",
"gloss": "An action brought by a designated qualified entity on behalf of consumers under Directive (EU) 2020/1828. Art. 6(1) requires Member States to let an entity designated in advance in another Member State bring a cross-border action before their courts, and art. 2(1) reaches infringements “where those infringements ceased before the representative action was brought.” What the entity can obtain is two different things. An injunction is available on easy terms: under art. 8(3) no individual consumer has to come forward to be represented. Redress is narrower, because art. 2(2) provides that the Directive does not affect the remedies Union or national law establishes, art. 9(1) gives remedies only “as appropriate and as available under Union or national law,” and art. 9(3) requires consumers not habitually resident in the forum Member State to opt in expressly. Annex I lists the instruments it can be brought under, including Directive 93/13/EEC on unfair terms at point (2)."
},
{
"term": "Revised Product Liability Directive",
"aka": [
"Directive (EU) 2024/2853",
"new PLD"
],
"doctrine": "Product liability",
"gloss": "Directive (EU) 2024/2853, which replaces Directive 85/374/EEC for products placed on the market or put into service after December 9, 2026, the same date as its transposition deadline. Art. 4(1) settles that a “product” includes software; art. 2(2) carves out free and open-source software supplied outside a commercial activity. Art. 8 lists the economic operators liable, and limb (a), the manufacturer, carries no requirement of establishment in the Union. Art. 15 makes the liability non-excludable by contract. Art. 16 sets a three-year limitation running from knowledge and contains no outer period; art. 17 sets the outer periods, ten years from the placing on the market of the individual product and twenty-five for a latent personal injury, each subject to the carve-out that the entitlement survives where proceedings have been initiated in the meantime."
},
{
"term": "Rome I",
"aka": [
"Regulation (EC) No 593/2008"
],
"doctrine": "Choice of law",
"gloss": "Regulation (EC) No 593/2008 on the law applicable to contractual obligations, the companion to Rome II and the instrument that actually governs a choice-of-law clause. Art. 3 gives effect to the parties’ choice; art. 4 supplies the rules where there is none. Three provisions cut across a chosen law: art. 6(2) preserves for a consumer the non-derogable protections of the law of her habitual residence where the professional directs activities there, art. 8 does the same for an employee, and art. 9 preserves the overriding mandatory provisions of the forum. Art. 21 allows refusal on public policy and art. 20 excludes renvoi. It binds every Member State except Denmark."
},
{
"term": "Rome II",
"aka": [
"Regulation (EC) No 864/2007"
],
"gloss": "Regulation (EC) No 864/2007 on the law applicable to non-contractual obligations. It fixes the law governing a tort or delict by its own rules rather than by the parties’ contract: art. 4(1) is the general rule, the law of the country in which the damage occurs; art. 4(2) displaces it where claimant and defendant are habitually resident in the same country; art. 5 is the product-liability cascade. Art. 14 permits a choice of law for a non-contractual obligation, but only between the parties to that obligation, and only on terms: a pre-event choice requires that all the parties be pursuing a commercial activity under a freely negotiated agreement. Arts. 16, 17, and 26 each let another law back in. It binds every Member State except Denmark and applies to events giving rise to damage occurring after January 11, 2009, which arts. 31 and 32 settle only when read together, as the Court held in Homawoo.",
"doctrine": "Choice of law"
},
{
"term": "Ultimate control",
"aka": [
"look-through",
"control chain"
],
"gloss": "Who actually controls an acquirer, traced through the chain of ownership and control to the person or state at the top, rather than read off the acquirer’s certificate of incorporation. This is the connecting factor Reg (EU) 2026/1386 adopts, and it is why an acquisition by an EU-incorporated buyer can still be a foreign investment: art. 2, point (5) confines “foreign investor” to a non-Member-State national or an undertaking organized under the law of a third country, but art. 2, point (7) separately defines that investor’s subsidiary in the Union, and art. 2, point (1) catches an investment carried out through it. The look-through catches the investment, not the buyer’s status. It is not the same test as beneficial ownership under the anti-money-laundering directives, which fixes a percentage threshold for identifying natural persons behind a legal entity; control here is about decisive influence over the undertaking.",
"doctrine": "Foreign investment screening"
}
]
}