M & A: Protecting the Purchaser

Pirmais vāks
Kluwer Law International B.V., 2005. gada 1. janv. - 545 lappuses
The essentials of mergers and acquisitions (M&A) practice can best be examined from a buyer's perspective. In a corporate transaction, it is the buyer who typically faces the more substantial risks. In many instances, legal problems exist of which the buyer must be aware before deciding to purchase the target company.

The ongoing internationalization of the M&A market must also be taken into consideration. The integration of foreign concepts into local legal systems not only leads to a multitude of new questions, it also creates a challenge for any lawyer practicing in this area. Clients expect their professional advisors to handle legal problems likely to arise abroad and to communicate and cooperate efficiently with foreign counsel.

The book features a collection of reports by experienced young practitioners from seventeen different jurisdictions, along with a general report for a working session organised by the Corporate Acquisitions and Joint Ventures and Tax Law Commissions of l'Association internationale des jeunes avocats (AIJA) for the AIJA Annual Congress in Lisbon in August 2002. Each national report follows the same structure as the general report, but from a local perspective. While the working session also covered tax issues (a whole other volume in itself!), this publication concentrates on such practical matters of legal risk as:

powers of local authorities;determination of relevant market;conflict between antitrust authorities;time limits for negotiation and clearance;avoidance of multiple filings;standard notification clauses;protection of confidential information; andchallenge of competition authority decisions.

A useful introduction on warranty and indemnity (W&I) insurance offers an insider's comprehensive outline of the latest developments in this field.

The practical information in this book will be of great value to any lawyer dealing with M&A transactions, not only in the countries covered but in any country where M&A transactions occur, as these reports often contain valuable information and suggestions that hold true for other jurisdictions as well.

AIJA LAW LIBRARY 14

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Atlasītās lappuses

Saturs

MA Protecting the Purchaser
13
Specific Risks in CrossBorder Acquisitions
44
PART
51
Legal Risks for Buyers
61
Means of Risk Coverage
76
Specific Legal Risks in CrossBorder Acquisitions
89
Belgium
95
Legal Risks for Buyers
104
Summary
338
Italy Alessandra Tarissi De Jacobis 1 Introduction
343
Applicable Statutory Law
347
Legal Risks for Buyers
352
Means of Risk Coverage
357
Specific Legal Risks in CrossBorder Acquisitions
365
The Netherlands Jaap Stoop 1 Introduction
369
Applicable Statutory Law
372

Means of Risk Coverage
114
Specific Legal Risks in CrossBorder Acquisitions
121
Applicable Statutory Law
128
Means of Risk Coverage
140
Summary
148
Canada John A Kolada Pascal Quimet 1 Introduction
153
Applicable Statutory Law
155
Legal Risks for Buyers
161
Means of Risk Coverage
168
Specific Legal Risks in CrossBorder Acquisitions
175
Summary
176
Denmark Christian Lundgren 1 Introduction
181
Applicable Statutory Law
183
Legal Risks for Buyers
184
Means of Risk Coverage
193
Specific Legal Risks in CrossBorder Acquisitions
201
Finland Tita Anttila Pekka Erkinheimo 1 Introduction
205
Applicable Statutory Law
206
Legal Risks for Buyers
210
Means of Risk Coverage
221
Specific Legal Risks in CrossBorder Acquisitions
228
Summary
229
France JeanPhilippe Jacob 1 Introduction
233
Applicable Statutory Law
235
Legal Risks for Buyers
241
Means of Risk Coverage
245
Specific Legal Risks in CrossBorder Acquisitions
249
Summary
250
Germany Christoph Klose 1 Introduction
255
Applicable Statutory Law
258
Legal Risks for Buyers
263
Means of Risk Coverage
272
Specific Legal Risks in CrossBorder Acquisitions
280
Summary
283
Introduction
289
Applicable Statutory Law
300
Legal Risks for Buyers
307
Means of Risk Coverage
323
Specific Legal Risks in CrossBorder Acquisitions
337
Legal Risks for Buyers
374
Means of Risk Coverage
379
Specific Legal Risks in CrossBorder Acquisitions
382
Summary
383
Russia Marina Kaldina Elena Rukosueva 1 Introduction
387
Applicable Statutory Law
389
Legal Risks for Buyers
390
Means of Risk Coverage
395
Specific Legal Risks in CrossBorder Acquisitions
399
Summary
402
Spain Isabel Fano José Luis Rodríguez 1 Introduction
407
Applicable Statutory Law
408
Legal Risks for Buyers
411
Means of Risk Coverage
418
Specific Legal Risks in CrossBorder Acquisitions
423
Sweden Magnus Ramberg Magnus G Graner 1 Introduction
429
Applicable Statutory Law
430
Legal Risks for Buyers
437
Means of Risk Coverage
443
Specific Risks in CrossBorder Acquisitions
451
Switzerland Beat Brechbühl 1 Introduction
455
Applicable Statutory Law
459
Legal Risks for Buyers
466
Means of Risk Coverage
476
Specific Legal Risks in CrossBorder Acquisitions
483
Summary
485
United Kingdom Clare Werry 1 Introduction
489
Applicable Statutory Law
491
Legal Risks for Buyers
496
Means of Risk Coverage
502
Specific Legal Risks in CrossBorder Acquisitions
513
Summary
514
United Stated of America John Spillman 1 Introduction
517
Applicable Statutory Law
519
Legal Risks for Buyers
522
Means of Risk Coverage
533
Specific Legal Risks in CrossBorder Acquisitions
542
Summary
544

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