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• EDITORIAL BOARD 2023

CONTENT

• EDITORIAL BOARD 2023

Passion and Responsibility: The Puzzle of AsymmetryTo what extent – if at all – acting in passion diminishes the agent’s responsibility for his/her deed? Some new aspects of this classical problem have been discovered by experimental psychologists (Pizarro, Uhlmann, Salovey) whose research has revealed a puzzling asymmetry in assigning responsibility for morally bad and morally good actions, performed under the influence of emotions (people tend to regard the blameworthiness of an immoral act as being diminished by the fact that it was performed in passion, but do not regard passion as influencing the praiseworthiness of a moral act). The article discusses the puzzle’s explanation proposed by the authors of the experiment (based on the concept of “metadesires”) and offers an alternative explanation, drawing on the distinction between passio antecedens and passio consequens, proposed by Thomas Aquinas. The paper also provides some reflections on the normative aspects of the problem of acting under the influence of emotions.

• Wojciech Załuski [ Faculty of Law and Administration Jagiellonian University, Poland ]

Changed Circumstances and Concession Contracts: Slovenian Law in a Comparative PerspectiveIn Slovenian law concession contracts are subject to both the public law and private law regime of changed circumstances. The former applies only to certain concession contracts, while others are subject to the general rules of the law of obligations. However, these rules are not adapted to features of concession contracts as they only give the affected party the right to request the rescission of the contract, but not its modification, unless otherwise agreed in the contract. This is not in line with the principle of continuity of public service and the protection of the public interest. In addition, the private law regime is not adapted to the concession award procedure, as it allows only reference to changes in circumstances that occur after the contract is concluded, but not after the binding tender is submitted, meaning that the tenderer bears a disproportionately higher burden of the risk than the grantor.

• Katja Štemberger Brizani [ University of Ljubljana Faculty of Law, Slovenia ]

US Draft Merger Guidelines: Manifesto of Improvements or Step Back?This paper critically evaluates the draft version of the US Merger Guidelines from 2023 (D23), which departs from the consumer welfare standard, sparking intense debates within the academic, professional, and business communities. D23, released by the US Department of Justice and the Federal Trade Commission, introduces a shift toward a more structuralist approach in horizontal merger assessment. The paper examines the diverse perspectives of D23, with some perceiving it as a populist move sidelining economic rationale and others viewing it as an attempt to base decisions on factual grounds and enhance antitrust activism. The discussion emphasises the importance of precision in defining relevant markets within D23, a crucial element in merger assessment. This analysis sheds light on the evolving landscape of merger policy, prompting critical inquiries into the future trajectory of competition law.

• Bojan Ristić [ University of Belgrade Economics and Business, Serbia ]

Corporate Governance in Serbian Family-Owned Companies: Idle OpportunitiesThis paper aims to contribute to legal research on family-owned companies, focusing on Serbian law. This company type is the focus of Part Two of the Serbian Corporate Governance Code, which contains various specific corporate governance mechanisms, such as succession plans, family general meetings, family councils, and family protocols and recommendations aiming to achieve responsibility, transparency, continuity, efficiency, and fair treatment of all shareholders.The paper presents existing possibilities and explores whether a specific Serbian corporate governance regime dedicated to family-owned companies can be accommodated into a general company law regime. This paper aims to further promote the use of specific mechanisms designed for family-owned companies, paying particular attention to the importance of drafting family protocols. These protocols can regulate not only typical corporate governance issues but are also suitable to include the family-owned company’s vision and mission as a sustainable, balanced, and long-term viable business organization.

• Tatjana Jevremović Petrović [ University of Belgrade Faculty of Law, Serbia ]

Arbitration in Smart Contracts Disputes – A Look into the FutureThe paper explores the growing integration of blockchain technology in the legal field, specifically focusing on the emergence of smart contracts with their automated execution of contractual obligations. Technology experts believe that the use of smart contracts contributes to the eradication of disputes. However, the author challenges this claim while analyzing the disputes that may arise in this area, including classic contract law disputes and new issues specific to smart contracts. The paper focuses on whether arbitration is the optimal forum for resolving these disputes. The relationship between traditional and blockchain arbitration is explored, examining disputes that would be resolved using established methods and those suitable for the newly created mechanism. The interests of traditional arbitration do not coincide with those of blockchain arbitration. Both should cooperate and take advantage of each other. The author asserts that the flexibility and adaptability of arbitration will be its dominant advantage in addressing these disputes.

• Stefan Jovanović [ University of Belgrade Faculty of Law, Serbia ]

A Review of the 2023 US Draft Merger GuidelinesThe aim of this article is to provide a short overview of the 2023 US Draft Merger Guidelines and some interpretations of its impact on merger control practices. The US practice shows that merger control standards have been changed several times, in accordance with the need to increasingly consider economic efficiencies and the consequences of making wrong decisions, which could reduce innovation and other behaviours of undertakings that lead to an increase in economic efficiency and improve competition.Due to the fact that guidelines can influence how judges evaluate challenges to mergers, it remains to be seen how the final guidelines will enable the courts to understand and support the agencies’ views on antitrust enforcement.

• Ivana Rakić [ Commission for Protection of Competition of the Republic of Serbia ]

Jackson, Julian. 2023. France on Trial: The Case of Marshal Pétain. Cambridge, Massachusetts: The Belknap Press of Harvard University Press, 448.

• Boris Begović [ University of Belgrade Faculty of Law, Serbia, ]