M&A

Protecting the Purchaser

By: AIJA, Philip Martinius

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eText | 14 December 2004 | Edition Number 1

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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 lAssociation 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; and challenge 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.