Amicus Curiae

Bare Trusts—Outside the Tax Door?

Chris Thorpe — Tue, 01 Jul 2025 00:00:00 +0000

For tax purposes, bare trusts are effectively ignored—they are transparent, the beneficiary is treated as the real owner of the trust asset with any income arising therefrom taxed upon them. However, it is still a trust; whilst discretionary and interest in possession trusts (which I shall call “ordinary express trusts”) are subject to special rules with trustees subject to tax, these rules do not apply to bare trusts when, in many cases, the trustees may have similar custodial duties. Also, bare trusts are subject to anti-money laundering regulations and, for tax purposes, adopt other guises such as partnerships and implied trusts. There is thus some disparity between bare trusts and ordinary express trusts, but this disparity may be what makes the bare trust unique. An option to break the transparency and offer settlors a halfway house between transparent tax treatment and greater opaqueness of ordinary express trusts might be a useful feature.

Keywords: bare trust; beneficial ownership; transparent; sham; opaque; express trust; vulnerable persons.

Compliance in Question

Annerize Shaw (Kolbé) — Tue, 01 Jul 2025 00:00:00 +0000

India’s Dormant Attitude towards AI Regulations

Sonu Choudhary, Christi Anna George — Tue, 01 Jul 2025 00:00:00 +0000

Artificial Intelligence (AI), as the fifth generation of computing, has caught the attention of regulators worldwide, prompting the creation of new and diverse legislation to either regulate AI or adapt to this new era of machines. Recently, the European Union marked history by implementing the Artificial Intelligence Act 2024. The United States (US) also stood in line in 2025 by implementing the US Executive Order titled Removing Barriers to American Leadership in Artificial Intelligence. This insight has been recognized, as every other country at the domestic and global levels comes up with regulations for the ethical use of AI tools. However, India stunned the world by not considering regulating AI. India, being a global leader, considers AI as a “kinetic enabler” and does not want to harness its potential by hastily implementing any rules and regulations. This paper examines India’s contentious position on AI, delving into the complexities and subtleties of the concept and its influences in other sectors such as healthcare, agriculture, education, and markets. This paper discusses the international perspective on regulating AI and India’s stand in providing platforms for this new era of innovation without any leash while preserving human rights. The development approach of the Indian Government and its role as a member of countries involved in launching the Global Partnership on Artificial Intelligence will be critically analysed. Last but not least the paper discuss various projects implemented by the Indian Government along with the issuance of guidance and rules for maintaining the objective of “peace in development approach”.

Keywords: artificial intelligence (AI); legislation; development; human rights; India; innovation; kinetic enabler.

Full issue

Pablo Cortés — Tue, 01 Jul 2025 00:00:00 +0000

News and Events

Eliza Boudier — Tue, 01 Jul 2025 00:00:00 +0000

Editorial

Navajyoti Samanta — Tue, 01 Jul 2025 00:00:00 +0000

Market at a Critical Juncture

Horace Yeung, Omar Tahir — Tue, 01 Jul 2025 00:00:00 +0000

This article evaluates the approach of the United Kingdom (UK) to environmental, social, and governance (ESG) practices within the broader context of Anglo-American capitalism, emphasizing the “comply-or-explain” governance model. While the UK has pioneered corporate governance reforms, inconsistencies in compliance and underwhelming ESG performance have raised concerns. Comparing the UK’s ESG scores and regulatory frameworks with other global players highlights both strengths and shortcomings. Emerging trends, such as litigation by non-government organizations and new disclosure frameworks, suggest a shift towards stricter accountability. This article considers how such measures can address challenges and enhance sustainability. The UK is at a critical juncture—striving to maintain its influence in global finance while facing a decline in its competitive edge and global standing.

Keywords: environmental, social, and governance (ESG); corporate governance; United Kingdom (UK); ESG score; comparative.

ESG in Germany

Alina Ganser, Andreas Rühmkorf — Tue, 01 Jul 2025 00:00:00 +0000

This article discusses the trend towards environmental, social and governance (ESG)-related laws in Germany in the context of Germany’s membership of the European Union (EU). As an EU member state, Germany is subject to a wave of recent directives and regulations that the EU passed as part of its so-called “European Green Deal”. However, Germany also has its own tradition of promoting the goal of sustainability in the law, including company law. The article first distinguishes relevant terminology as some regulations refer to ESG, whereas others to “sustainability”. It then traces the historic development of such laws in German law, including the traditional debate about the interest of the company in German law. This discussion is followed by a case study that critically examines the German Supply Chain Due Diligence Act of 2021 that continues to be subject to heated political discussions. The article demonstrates how ESG has, in recent years, become a compliance issue in Germany that is now a matter of consideration for boards.

Keywords: sustainability; supply chain; LkSG; company law; implementation; Germany; corporate governance; compliance; human rights; ESG.

The Limitations and Possibilities of ESG as the Multifaceted Phenomenon

Kohei Miyamoto, Mikiko Takara — Tue, 01 Jul 2025 00:00:00 +0000

Environmental, social, and governance (ESG) considerations have become a key aspect of global investment and corporate governance. A substantial amount of capital is allocated worldwide with ESG considerations in mind. While the rules for ESG continue to evolve, their precise legal and governance implications remain ambiguous. Scholars debate whether ESG can prompt a shift in the corporate focus from shareholder wealth to broader stakeholder interests. Drawing on Japan’s experience, this study posits that ESG, when combined with specific legal frameworks such as environmental and labour laws, can influence the way companies are managed by influencing the perception of executives of ESG-related risks. The findings contribute to the ongoing discourse on ESG’s role in corporate governance and its potential to reshape managerial decision-making.

Keywords: ESG; company law; corporate governance; investor engagement; sustainability disclosure; shareholder value.

Between Compliance and Commitment

Dakshina Chandra, Navajyoti Samanta — Tue, 01 Jul 2025 00:00:00 +0000

India presents a distinctive model in environmental, social, and governance (ESG) policymaking, characterized by a blend of mandatory corporate social responsibility (CSR) spending and structured ESG reporting obligations. Rooted in a history of state-led economic planning and stakeholder-oriented governance, India’s ESG framework reflects a complex evolution from voluntary guidelines to enforceable mandates. Through mechanisms such as the Companies Act 2013 and the Securities and Exchange Board of India Business Responsibility and Sustainability Reporting (BRSR) framework, India aims to institutionalize sustainability and corporate accountability. However, this article argues that despite progressive regulatory intent, practical implementation falls short due to vague qualitative disclosures, greenwashing, insufficient enforcement, and a compliance-driven mindset.

Using case studies of four public sector undertakings—COAL India Limited, NTPC Limited, the Oil and Natural Gas Corporation Limited, and the Steel Authority of India Limited—the article conducts a textual analysis of BRSR environmental disclosures. Findings reveal that, while some companies demonstrate robust identification of environmental risks and mitigation strategies, others rely on rhetoric, omit critical risks such as carbon emissions, and lack measurable ESG goals or timelines. Director statements across companies are promotional rather than reflective, failing to acknowledge environmental challenges. Additionally, sustainable sourcing practices are weak, with little data on supplier assessments or integration of ESG criteria in procurement.

The article contends that India’s ESG framework, while promising, suffers from limited accountability, greenwashing, and bureaucratic box-ticking. It calls for a cultural shift in corporate governance where ESG is central to business vision and strategy, supported by stronger internal audits, clearer metrics, and meaningful stakeholder engagement. Lessons from India highlight the need for regulatory balance alongside genuine corporate responsibility.

Keywords: PSU ESG case studies; BRSR; mandatory CSR; India.

Sustainability in Tandem

Xue Pang, Ning Liu, Carlos Wing-Hung Lo — Tue, 01 Jul 2025 00:00:00 +0000

This study explores the evolution of the environmental, social, and governance (ESG) regulatory frameworks of Mainland China and Hong Kong with a focus on their implications for Chinese companies’ outbound expansion. While Mainland China’s ESG development is driven by government policies and top-down mandates, Hong Kong adopted a market-oriented model that aligns closely with global standards. Through a comparative review of ESG regulations and qualitative case studies, most notably Geely Automobile Holdings Limited, this study demonstrates how companies strategically navigate the tension between domestic compliance and international ESG requirements. The findings highlight the critical role of dual adaptation, wherein firms comply with both Mainland China’s policy mandates and global market-driven ESG norms, fostering resource consolidation. By examining the regulatory differences between Mainland China and Hong Kong, this study also provides key public policy implications for improving cross-border ESG coordination. The results highlight that regulatory harmonization and effective stakeholder engagement mechanisms between the two jurisdictions play a crucial role in fostering sustainable business practices, enhancing the global competitiveness of Chinese firms, and strengthening policy consistency.

Keywords: ESG regulations; Mainland China; Hong Kong; outbound expansion; sustainability.

Examining Environmental, Social, and Governance Practices in Nigeria

Tue, 01 Jul 2025 00:00:00 +0000

This article examines the evolution and development of environmental, social and governance (ESG) in Nigeria. In Nigeria, there is no unitary legal framework that articulates all ESG obligations that companies are required to comply with, and this is not unusual given the breadth of the ESG pillars. However, the article outlines the multilayered regulation and the multistakeholder approaches within the emerging framework. It highlights that the private sector has been identified as a significant driver of ESG but also suggests that some improvements in ESG reporting frameworks and more robust legal frameworks to discourage greenwashing would enhance ESG practice. It suggests that Nigeria must shift from isolated successes to a systemic framework to fully realize the potential of ESG practice.

Keywords: Nigeria; business; corporate; governance; social; responsibility; environment; accountability.

Integrating Sustainability in an Emerging Economy

Priscilla Akua Vitoh, Jude Serbeh-Boateng — Tue, 01 Jul 2025 00:00:00 +0000

This article critically examines Ghana’s journey toward integrating environmental, social, and governance (ESG) practices to advance sustainable development. It assesses the political, economic, and regulatory dynamics shaping ESG adoption, highlighting Ghana’s progress through targeted policymaking, international commitments, and sector-specific regulations. The analysis emphasizes the necessity of robust governance structures and regulatory oversight, using the banking industry as a key example of the practical challenges and opportunities in ESG implementation. By situating Ghana’s experiences within the broader context of emerging economies, the article identifies shared obstacles and outlines strategic solutions, offering actionable insights for enhancing sustainability, resilience, and inclusive growth.

Keywords: environmental, social and governance (ESG); sustainable development; Ghana; regulatory frameworks; banking sector; gender equality; corporate social responsibility (CSR); renewable energy; international agreements; small and medium enterprises (SMEs).

EU Administrative Law by Diana-Urania Galetta and Jacques Ziller

Ewa Karolina Garbarz — Tue, 01 Jul 2025 00:00:00 +0000

Rethinking Law and Religion by Russell Sandberg

Paolo Vargiu — Tue, 01 Jul 2025 00:00:00 +0000

Risk Allocation and Distributive Justice in the Energy Industry by Smith I Azubuike

Olalekan A Bello — Tue, 01 Jul 2025 00:00:00 +0000

Consumer Redress Options and Dispute Resolution in the Nigerian Electricity Market

Chudi Ojukwu — Tue, 01 Jul 2025 00:00:00 +0000

The Nigerian electricity industry is undergoing reforms aimed at entrenching private-sector participation and competition. This article examines the efficacy of tier-structured consumer redress mechanisms within Nigeria’s electricity market. Employing a socio-legal approach, the article explores the practical application of process pluralism, analysing the consumer redress pathways of Consumer Complaints Units, Customer Forums, Nigerian Electricity Regulation Commission, courts, and public enforcement. The analysis highlights the gap between legal frameworks and practical implementation, but it argues that sector-specific consumer redress framework is the correct approach to provide greater access to justice in a monopolistic market. The article advocates a conjunctive approach rather than “alternative” approach between the industry redress mechanisms and the court.

Keywords: consumer redress; dispute resolution; process pluralism; consumer ADR; electricity distribution; access to justice.

Service Charge Budget

C Haward Soper — Tue, 01 Jul 2025 00:00:00 +0000

This article examines whether freeholders should be legally required to consult long-leaseholders on service charge budgets before imposing and collecting charges. Using empirical survey data—both qualitative and quantitative—alongside doctrinal analysis and theoretical insights from management studies, I argue in favour of such a requirement. Additionally, I draw upon my experience of over 30 years as both a leaseholder and a freeholder managing the block of flats in which I reside.

The discussion is structured around three key arguments. First, I propose that long leasehold contracts include an implied term necessitating consultation on service charge budgets. While legally complex and contentious, this argument establishes the foundation for the broader discussion. Second, I demonstrate that consultation constitutes good practice, as evidenced by professional guidance from management bodies—guidance that is not always adhered to in practice. Third, I advocate for a cultural shift towards greater consultation, arguing that fostering a consultative approach leads to improved outcomes for all parties involved.

Empirical data further supports this argument, revealing a clear correlation between the degree of control exercised by leaseholders and the extent of consultation, which in turn enhances their overall experience. The stratified nature of this dataset provides a unique contribution to the debate.

Keywords: contract law; contract management; implied terms; relational contract; domestic leasehold contracts/long leases; socio-legal empirical research.

Courts and Horizontal Accountability in Climate Change Litigation

Chidebe Matthew Nwankwo, Akachi Nwogu-Ikojo — Tue, 01 Jul 2025 00:00:00 +0000

In La Oroya v Peru, the Inter-American Court of Human Rights, in its quest to protect the “interest of future and present generations” based on the facts before it, suggested that the right to a healthy environment should have the status of a peremptory norm of general international law. The European Court of Human Rights has been at the centre of debates over its judgments, such as Verein Klimaseniorinnen Schweiz v Switzerland, where it established positive obligations with regards to climate change under Article 8 of the European Convention on Human Rights. Under the African human rights system, regional courts have long sought to hold states to account for activities of state and multinational corporations that infringe on the right to a healthy environment. These developments reveal an emergent cadre of judges that are alive to the need to develop concrete normative standards on climate change litigation. To the untrained eye, these recent decisions suggest an erasure of the Global North–South divide that has stymied climate change negotiations. Consequently, this article examines the critical role of judge-made law in the potential cross-fertilization or “judicial globalization” of a normative body of climate change jurisprudence. It adopts a comparative approach by analysing recent jurisprudence emerging from regional courts in Africa and juxtaposing them with emerging trends in other international courts.

Keywords: climate change litigation; judge-made law; horizontal accountability; peremptory norm; jus cogens; African, European and Inter-American human rights system.

Visual Justice and the Aesthetic Construction of the Trial

Arianna Careddu, Paolo Vargiu — Tue, 01 Jul 2025 00:00:00 +0000

This article explores the concept of visual justice—the aesthetic and symbolic construction of justice in courtroom films and television—and its impact on public legal consciousness when its tropes and dynamics are used in journalistic discourse. While legal dramas do not claim to represent judicial reality, they shape cultural expectations through narrative coherence, emotional legibility, and moral clarity. As these visual tropes migrate from fiction into journalism, particularly in the phenomenon of “trial by media”, they risk distorting public understanding of how justice operates in practice. We argue that when real trials fail to align with the aesthetic script popularized by cinematic representation and inappropriately adopted in the practice of reportage, public trust in the judiciary may erode. This article bridges legal theory, media studies, and aesthetics to interrogate the ethical and epistemic consequences of representing law as image.

Keywords: visual justice; legal aesthetics; trial by media; judicial representation; public perception of law.

Editor's introduction

Pablo Cortés — Tue, 01 Jul 2025 00:00:00 +0000