Suppose that a citizen of UK and a citizen of France meet in Italy and sign a contract to be performed in Germany. If a legal issue arises regarding the interpretation of the contract, which national law should apply? Conflict-of-law rules exist to resolve this question. Among the criteria used to determine which law applies (in the case when the parties to the contract did not choose it) are the country where the contract is signed, the country where the contract is performed, and in the case of corporate law, the country in which the corporation in question is registered. Conflict-of-law rules are for the most part a product of national law and a court before which the dispute is brought will apply the conflict-of-law rule of the country of which it is part. Nevertheless, a court may find that conflict-of-law rules that it applies are themselves in conflict. For example, a legal dispute may involve issues about contract law and corporate law and a conflict-of-law rule applicable to contract law may require a different result than the conflict-of-law rules applicable to corporate law. One way to resolve this conflict of conflict-of law-rules is to apply different conflict-of-law rules to various aspects of the disputed matter. But this differential application of the conflict-of law rules to the same issue avoids consideration of the matter in question as a whole, introduces complexity, and may produce incoherent results. Another way to resolve the conflict of conflict-of-law rules is to weigh the different interests at stake in light of the underlying purposes of the substantive law. This method has been applied by courts in some instances. But with both approaches, the viability of traditional conflict-of-law methods is called into question. Moreover, the problem becomes even more complicated when substantive rules on international (rather than national) law are involved. This study describes the different conflicts that may occur and analyzes the different solutions for resolving them through the example of corporate acquisitions.
Scholarly Commons Citation
Kerhuel, Anne-Julie, "La cession de contrôle en droit international privé [Conflict-of-law Rules in Conflict and Competition with Substantive Law Rules: The Case of Corporate Acquisitions]" (2010). Georgetown Law Faculty Working Papers. Paper 130.