This chapter considers the change of an existing share interest in some form. There is a realisation event, either by issuing, transferring or terminating share interests. The change can be by substitution, such as on the exercise of options or convertible notes. It might be by way of splitting and here the focus is on the tax treatment of bonus shares or stock distributions. It can also be by way of consolidation. All of these corporate reconstructions raise the issue of whether the investor’s interest in the corporation has changed sufficiently to justify the imposition of tax consequences. Similar issues arise where more than one corporation is involved in the change. So, in a corporate merger, a shareholder in the target may exchange their shares in return for shares in the bidder. Consideration is given to mergers by fusion and mergers by share exchange. Such mergers raise change of ownership issues (Chapter 5) similar to those raised in the context of a cash takeover. Demergers involve the splitting of a business or subsidiary from the holding corporation, and this can result in the investor holding two sets of shares post demerger. Issues raised are similar to for bonus shares.

In Economics 101, we learn that competition and competitive markets provide the biggest bang for the buck. Market imperfections, however, impair the competitive process and introduce inefficiencies that, in time, reduce the well-being of society. In this chapter, we discuss how the antitrust laws can be used to promote competition in the US health care sector, which could save consumers, health insurers, and the government billions of dollars. We provide a road map of the issues that we will discuss in later chapters.

Since roughly 2000, the EU Commission’s approach to competition analysis has changed, using a more economics-focused methodology, the so-called more economic approach (MEA). This chapter discusses the MEA, and its application to two crises and a sustainability/animal welfare initiative. These illustrate the use of the MEA to analyse and ultimately condemn such practices. These cases provide evidence that competition authorities have ended their tolerance for such schemes. Now, with the MEA, all such schemes are strictly analysed using the lens of consumer welfare. This of course has an advantage. Undertakings cannot ‘crisis-wash’ their behaviour, i.e. ‘dress up’ otherwise anti-competitive practices as ‘industrial crises’ to disguise a pernicious cartel. But the downsides of this new approach are that broader social concerns cannot be taken into consideration to the degree that they were in the past and the new approach may not be consistent with other goals of the EU (linked to competition via TFEU 11 and TEU 3(3)), or to other elements of UK legal order.

This chapter outlines the relevant provisions of the EU (and Member State) competition regimes. The purpose of this is to describe the legal architecture by which agreements among competitors and competitive practices are evaluated. As the EU’s competition provisions do not exist in isolation from other Treaty provisions, those that have a bearing on how the competition provisions are interpreted are also described. This provides a background for the argument of the remainder of the book.

Past practice (in both the EU and UK) took into account non-economic considerations in assessing agreements among competitors and mergers – particularly in times of economic crisis. This included a wide scope for collaboration among competitors and (in the UK) extensive scope for the use of public policy considerations to otherwise override the judgment of merger control authorities. This chapter suggests that although the various regimes previously relaxed competition law in the face of crises, this was a mistake. It examines Depression-era responses (including the US experience) and modern cases (e.g. Synthetic Fibres, the oil crisis and early views on the environment and sustainability) to illustrate the argument. This chapter examines the 1980s and 1990s crisis cartels and other responses to industrial downturn. In the cases of crisis cartels, the competition authorities interpreted the rules to permit industry-wide downsizing plans that alleviated some of the socio-economic consequences of plant closures (e.g. sudden increases in unemployment) notwithstanding that such agreements involved agreed upon output restrictions – a typical manifestation of a cartel.

There has been growing interest in the vertical integration of physicians and hospitals during the past decade, as evidenced by multiple literature reviews and research investigations.1 Historically, physicians operated small firms that provided “physicians’ services” to patients who sometimes used facilities provided by separate hospital firms at which many physicians would have “privileges.” This interest in combining the two types of organizations culminated in a December 2020 issue of Health Services Research devoted to the topic that expressed surprise (and disappointment) that integration is not “a miracle cure”.2 Just months earlier, two of the major proponents of vertical integration published a study in the August issue of Health Affairs that came to a similar, “startling” conclusion: the financial integration of physicians and hospitals (e.g., via employment) had no impact on their clinical integration (and perhaps none on quality).

Chapter 13 discusses numerous contractual clauses that are often relegated to the “back” of an agreement, but which can have important effects on the parties. These include the front matter of the agreement, definitions, assignment (PPG v. Guardian), marking, compliance with law, force majeure, merger and entire agreement, no waiver, severability, precedence, amendment, mutual negotiation, notices and interpretation.

The spread of English during the colonial period (ca. 1600–1900) led to the rise of different overseas varieties. The shape of these varieties was determined by a series of factors, such as the number of settlers, the relationship of regional dialects with this group, contact with other populations, the possible existence of pidgins, and later the rise of creoles at overseas locations. In the postcolonial period, the situation changed radically with former colonies continuing on a path toward indigenous varieties with profiles of their own and with an increasing effect of transnational factors and a reorientation away from Britain-based models of English toward an America-based one.

Chapter 8 focuses on a specific issue created by 3D printing technology: whether DMFs of purely (or primarily) utilitarian objects should receive copyright protection. Tangible objects dominated by utilitarian concerns do not receive copyright protection. Neither should the corresponding DMF, I argue. This novel argument has attracted criticism, but I defend it as a matter of doctrine and policy. Doctrinally, I argue that U.S. law excludes copyright protection not only for useful articles, but also for designs of (i.e., the shape of) useful articles, even if depicted in a two-dimensional drawing. Moreover, most jurisdictions around the world extend copyright protection only to works containing creativity, and I argue that DMFs of utilitarian objects contain no copyrightable creativity – they are exact, uncreative representations of the unprotected tangible objects. As a matter of policy, allowing copyright protection for DMFs of useful articles would cause copyright law, which is geared toward aesthetic works, to trespass on patent law, which is geared toward utilitarian works. In short, granting these DMFs copyright protection would inhibit the progress of utilitarian innovation.

David Dudley Field was the architect of the union – or fusion or merger – of equity and law in New York state, and the Field Code was widely adopted in other states. Field’s vision of the union of law and equity has prevailed in the United States, including at the federal level, at least in theory. However, the practise of law and acts of the courts indicate that the reality is rather different. Equity was not sundered by the Field Code or its federal counterpart, the Federal Code of Civil Procedure 1938. Equity continues to operate distinctly in various ways, even if it is less well understood now. Field’s own behaviour as an attorney was also ambivalent: where he maintained a strong posture against equity in theory, his practice as an attorney revealed his willingness to continue to recognise and rely on equity even under his Code.