The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

12.5 Signing, Conditions Precedent to Closing 417 the “organ” through which the acquirer has acted, and fall outside of the “pow ...

418 12 Acquisition of Shares in a Privately-owned Company for Cash Typical conditions precedent to closing. Conditions precedent ...

12.5 Signing, Conditions Precedent to Closing 419 Conditions precedent and “best efforts”. Conditions precedent can, in practice ...

420 12 Acquisition of Shares in a Privately-owned Company for Cash According to US case-law, an objective test must be used. The ...

12.6 Employee Issues 421 expressly forbidden, such as changes to the articles of association or other consti- tutional documents ...

422 12 Acquisition of Shares in a Privately-owned Company for Cash will be loaded with debt after refinancing, the most importan ...

12.6 Employee Issues 423 or natural person who is responsible for carrying on the business, regardless of whether or not ownersh ...

424 12 Acquisition of Shares in a Privately-owned Company for Cash formation and consultation can be found not only in EU labour ...

12.6 Employee Issues 425 After the founding of the SE, the participation rights of its employees are gov- erned by the before-af ...

426 12 Acquisition of Shares in a Privately-owned Company for Cash according to objective criteria, it would seriously harm the ...

13 Due Diligence and Disclosures 13.1 General Remarks Business acquisitions belong to the largest transactions that the firm wil ...

428 13 Due Diligence and Disclosures legal framework in order to assess cash flow and legal and other risks properly. However, t ...

13.2 Due Diligence in Practice 429 In practice, vendor due diligence is necessary before the vendor can organise the data room. ...

430 13 Due Diligence and Disclosures agement of information; the structuring of the negotiation process; as well as legal requir ...

13.2 Due Diligence in Practice 431 binding on the other are interrelated. This can be illustrated by the following three situati ...

432 13 Due Diligence and Disclosures seeks to treat as generally disclosed in relation to all warranties/representations the con ...

13.3 Legal Requirements and Legal Constraints 433 13.3.2 Vendor Due Diligence, Vendor’s Perspective For legal reasons, it is in ...

434 13 Due Diligence and Disclosures amine the goods, or cause them to be examined, within as short a period as is practicable i ...

13.3 Legal Requirements and Legal Constraints 435 In both asset deals and share deals, such a duty can be based on non-dislosure ...

436 13 Due Diligence and Disclosures 13.3.4 Buyer Due Diligence, Target’s Board The interests of the target’s board are directly ...