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

13.3 Legal Requirements and Legal Constraints 437 should not authorise it without finding out whether it is in the interests of ...

438 13 Due Diligence and Disclosures The performance of due diligence can mean that the potential buyer gains access to company ...

13.3 Legal Requirements and Legal Constraints 439 have as their object or effect the prevention, restriction or distortion of co ...

440 13 Due Diligence and Disclosures This risk and the possible ways to mitigate it can be illustrated by the US case of Omnicar ...

13.3 Legal Requirements and Legal Constraints 441 However, buyer due diligence should be influenced by legal background rules. I ...

442 13 Due Diligence and Disclosures consuming and expensive to enforce breach of warranty claims. Even if the buyer succeeded i ...

13.4 Particular Remarks on External Fairness Opinions 443 Before permitting buyer due diligence, the target may, for legal reaso ...

444 13 Due Diligence and Disclosures As explained in Volume I, third parties such as shareholders to whom the fair- ness opinion ...

13.4 Particular Remarks on External Fairness Opinions 445 In October 2007, the SEC approved Rule 2290, requiring specific disclo ...

14 Excursion: Merger Control 14.1 General Remarks Merger control and competition law in general belong to things that lawyers wi ...

448 14 Excursion: Merger Control Article 82, market abuse. Article 82 of the EC Treaty prohibits the abuse of a dominant positio ...

14.2 Jurisdiction 449 Regulation in 1989.^9 After being substantially amended, the Regulation was recast in 2004.^10 EC Merger R ...

450 14 Excursion: Merger Control Jurisdiction of the Commission. The Commission has exclusive competence to apply the EC Merger ...

14.2 Jurisdiction 451 thirds rule aims to exclude purely domestic transactions from Community jurisdic- tion.^23 A concentration ...

452 14 Excursion: Merger Control known as as the principle of objective territoriality. An undertaking that does business in the ...

14.3 Complying with Community Law 453 Concentration. A concentration has been defined as follows: “A concentration shall be deem ...

454 14 Excursion: Merger Control Merger. A merger within the meaning of the Merger Regulation occurs when two or more independen ...

14.3 Complying with Community Law 455 The EC Merger Regulation contains two main rules on the assessment of con- centrations. Fi ...

456 14 Excursion: Merger Control concerned and, possibly, attach to its decision conditions and obligations;^58 or (3) declare t ...

14.3 Complying with Community Law 457 apply to concentrations that have already been implemented although they have been declare ...