Interview with Dr Anna Tzanaki on the publication of her new co-edited Research Handbook

The Research Handbook, co-edited with Dr Florence Thépot, adopts an interdisciplinary approach to examine the nexus between competition law and corporate law.

Read on as Dr Anna Tzanaki answers the most pressing questions about the book.

What inspired you to bring together competition and corporate law in a single volume?

Competition and corporate law meet naturally, albeit sometimes their interaction may yield counterintuitive results. As special branches of business law, both centre around legal and economic variations of the conception of the ‘firm’. Yet, the two fields look at and approach essentially the same thing – business entities – through a very different lens, either focusing ‘outside’ or ‘inside’ the firm. In this Research Handbook we decided to break with disciplinary tradition that is often single-sided and approach issues at the intersection of competition and corporate law though the joint lens of the market and that of the corporation. As individual scholars, my co-editor and I have steadily advanced this interdisciplinary research agenda since our first meeting as PhD students at UCL Laws. The editorial collaboration on this volume was the logical next step. We’ve been fortunate and proud to be joined in this project by many highly esteemed, all-star academics, lawyers and economists around the world, who share the same understanding and vision: markets may start where firms end, but one cannot exist without the other. Competition and corporate law are brought together through shared historical backgrounds and modern challenges that cut across the two fields.

How did you select contributors and topics for the handbook? Were there any gaps you were keen to fill?

The Research Handbook is organised around four thematic units: 1) Purposes and paradigms in competition and corporate law; 2) The firm and its boundaries; 3) Corporate organisation and effects on competition; 4) Corporate governance and antitrust compliance and enforcement. We reached out to the best-known scholars in their field of expertise, suggesting topics that would fall within these broad thematic units and their expertise and encouraging them to come back with their own suggestions. This was an important part of this research book project. We wanted chapter contributors to be passionate about the topic they committed to write about so they may be able to produce their best work.

What challenges did you face in editing a book that spans multiple jurisdictions and disciplines?

Putting together a Research Handbook that speaks to the many rather than a few, that explores issues that are modern and currently hot while also classic and ever relevant to the joint study of competition and corporate law; a Handbook that is authoritative yet fresh and pushing the disciplinary boundaries further. However, the greatest challenge perhaps was finding the right tone at which to pitch this volume: our aim was to offer a platform that combines cross-jurisdictional voices and interdisciplinary perspectives from which everyone has something to learn.

The book covers legal systems across the Americas, Asia, and Europe. What were some surprising differences or commonalities you discovered?

The most surprising or rather persistent differences one may find in laws across jurisdictions can be understood as products of a certain historical and institutional environment where corporate and competition law solutions were developed. Take for example common ownership or interlocking directorates in Europe vs the US vs Japan. So, although the same modern phenomena may raise similar issues or concerns as a matter of theory, in different jurisdictions these concerns may require a distinct approach to arrive to well informed policy conclusions. Surprisingly, the commonality that can be drawn from all this is that the law in many cases is highly contextual.

How do you see the relationship between corporate governance and antitrust enforcement evolving globally?

The interaction between the two is intriguing and ever evolving. On the one hand, we see a resurgent tendency globally of antitrust enforcement to look to corporate governance, say issues and mechanisms of corporate control when analysing antitrust implications of certain business practices, for example mergers and acquisitions. On the other hand, corporate law and governance is ‘forced’ to take on board and examine the antitrust interest in its own operations: assessing how more or less well its tools work. This is evidence of the inherently complex and intertwined relationship of competition and corporate law, despite attempts to keep each tamed within disciplinary boundaries.

Did any chapter particularly shift your own perspective on the intersection of competition and corporate law?

All chapters offer unique perspectives at the leading edge of academic scholarship. I personally learned a lot from reading and thinking on each of them. If I were to pick one to spotlight – as a completely ‘biased’ preference – it would be chapter 11 by Mariana Pargendler and co-authors, who explore the use of family ties among natural persons (rather than more conventionally equity ties among legal persons) in defining the boundaries of the firm for purposes of antitrust enforcement. The chapter is not only brilliant in identifying a new phenomenon, but it also highlights its emergence and particular relevance in the Global South, simultaneously illustrating the ingenuity of antitrust authorities in developing countries in adapting to local circumstances.

What kind of impact do you hope this book will have on legal scholarship or policy reform?

We’ve been extremely fortunate, first to have been able to attract stellar contributors, and second, as a consequence of the first, to see the Research Handbook producing impact even before its publication. Two chapters have already been cited in the German Federal Court of Justice’s preliminary reference decision to the EU Court of Justice on the thorny question of managerial recourse liability for antitrust fines. As the two chapters express opposite views (for and against such liability) they are set to influence the ECJ’s forthcoming judgment, demonstrating the high impact potential of this research as a forerunner of cutting-edge developments in the field. This is just one example of cutting-edge, interdisciplinary legal scholarship at its best. If one flicks through the contents of the Research Handbook, one may find many other chapters are equally set to influence academic and policy discussions for years to come.

What are you working on now?

Luck has it, or perhaps one may call it destiny, that I continue to work on topics at the intersection of competition and corporate law. I have a live research project funded by the Swedish Competition Authority on “Competition Compliance Programmes: A Comparative Law & Economics Analysis” that I lead as PI with co-PIs Prof. Giorgio Monti (Tilburg) and Associate Prof. Julian Nowag (Lund; Hong Kong), involving both theoretical and empirical research that is set to lead to a number of research outputs. I’m also working with another corporate law colleague at the School of Law in Leeds, Dr Casimiro A. Nigro, on a new peer-reviewed article titled “The Legal Determinants of Common Ownership: A Competition and Corporate Law Perspective”.

The Handbook can be found open access here.

Dr Anna Tzanaki is a member of the Centre for Business Law and Practice and can be found on LinkedIn here.