Hacia un Derecho para las redes empresariales DER - 2010/21114

Law's adaptation to networks' existence is one of the more fascinating tasks for the XXI century's private law scholarship.  One of the most important challenges for European Contract Law is the ability to overcome  the duality of bilateral contract-company and to recognize a tertium genus constituted by business networks, as well as to find an appropriate regulation for them. Exponential economic benefits generated by networks, especially for small and medium sized enterprises, need legal scholarship's and legislator's attention to this phenomenon. This is not a challenge we can ignore. This process is still incipient and we slowly discover new aspects of this phenomenon. Our research project is aimed to advance on this path.

Business networks are characterized by the interdependence and stability of the relationship between their members. They can have a contractual character -such as franchising, agency, outsourcing, strategic alliances- or an organizational one -temporary business associations, consortiums, EIGs, second degree cooperatives, groups by coordination-. All of them have a common directory, imply business coordination and can produce reliance situations. From the economic point of view, business networks are characterized by the creation of business opportunities arising out of the possibility to complement business belonging to the network, information exchanges and synergies produced between them.

Networks are usually a very efficient system from the point of view of both, the new business creating opportunities and the subsistence and overcoming the crisis.

In order to create a safe, efficient and appropriate legal framework for networks' activities, their creation and safe development must be fostered. In this sense the outcomes of the research project we are presenting can therefore be applied and produce positive impacts not only in the legal field but also in the economy.

The chosen issues are business networks' concept and characteristics , networks in specific sectors, network contracts, transparency, network governance, connection and direct action, insolvency and competition.

The following ten are the more relevant goals:

1. Helping in delimiting  a clear and stable conceptual framework for business networks.

2. Helping in establishing a catalogue of problems that must be regulated by a specific legal framework for business networks.

3. To identify the main problems posed by the interaction between on-line commerce and real distribution networks, as well as the potential solution main lines.

4. To analyze specific network cases: investment products as configurative element of investment services distribution networks. Banking services' distribution through intermediaries.

5. To construct some network contracts such as area representation franchise, conversion franchise, rack jobing, strategic alliances and some network organizations either consortium based -UTE, EIG-, cooperatives -second tier cooperatives- or group based -horizontal groups- from the network perspective.

6. To establish the contractual transparency situation in the field of networks in all member states and to create a common framework susceptible to be offered as a proposal in the context of the works for the elaboration of a European contractual law -through the relationships with the Commission by means of the Jean Monet network to which two of our members, Prof. Viciano and Prof. Sagasti, join-.

7. To delimit  the main powers and duties in network governance.

8. To build protection mechanisms against abusive conduct by means of general conditions and abuse of a reliance situation.

9. To determine the common elements regarding business coordination contained in the horizontal and vertical block exemption regulations and to create clear and acceptable criteria for the application of the ancillary restrains doctrine to networks beyond franchise networks.

10. To analyze the consequences in the field of networks of the unfair competition law's modification.