I'm back at the office and full of energy after a relaxing
summer break. As my one of the first things on the agenda, I
thought it would be a good time to continue our M&A blog. We
have had several interesting projects after our last posting, so
these blogs have been slightly on hold and, as some of you might
have heard, we, for example, represented management and investors
in the acquisition of Suomivalimo from Componenta, as well as represented Patria Plc in the
acquisition of a stake in Silverskin (Press release can be read
from here). Also in the IT sector things are moving
forward, and in addition to transactional work we are currently
involved in a facility management outsourcing project for a banking
sector client and another outsourcing for one of the leading
Finnish companies in its field is also in the process—so a
magnificent autumn is ahead of us!
Anyways, new M&A Blog is coming next week and this time we
talk about disclosure letters. These documents and disclosure
strategies are very critical in many respects. We start by focusing
on basics and the relationship between disclosures and warranties.
As we discussed in part 5 of the blog series in connection with the
disclosure material, if an issue is described in the disclosure
materials, then the purchaser cannot claim that there be a breach
of warranty unless the parties have agreed on specific indemnity to
cover a known risk. Then we go deeper into the exact interplay
between different provisions, different disclosure types and
discuss questions what, how and when to disclose as the seller.
Another matter is that as the European Commission has recently
asked organizations to submit comments to the Commission
consultation on an effective insolvency framework within the EU
("Consultation") and as the issue is also discussed in
the forthcoming AIPPI conference to be held in Milan in September,
we wrote a few words on the security interests over patents under
Finnish law and some modest proposals for improvement.For all of
you who are interested in this topic, please read Kluwer Patent Law
Blog from here!
We will continue from here next time and, in the meantime,
let's enjoy the last summer days of our beautiful country!
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An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
Determining the limits of the capacity to have rights and
obligations of a joint-stock or limited liability company
("Company") is very crucial since it directly affects the
validity of a transaction that a Company performs
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