| Abstract [eng] |
The topic of this master thesis’ is representations and warranties in share sale purchase agreements. The thesis analyses representations and warranties in business transfer agreements and specifically in share sale – purchase agreements, legal acts regulating such contracts and practice related thereto, arising problems related to such contracts are analysed together with routes to resolution as well as the importance of representations and warranties for conclusion and performance of such contract. Growing number of business transfer agreements worldwide and many contracts that fail to give profit after the transfer allows to explain the importance and relevancy of this topic. The paper analyses various questions, however, the main questions can be identified as follows. First of all, in the first part of this paper ways of business transfer are analysed, together with their differences which allows to identify the differences in representations and warranties and specific regulation and different court cases with regard to different contracts, the interests of the parties when choosing the way of transfer and criteria, in accordance to which, sale share – purchase agreement can be described as business transfer and, as later in the paper discussed, consequences related thereto. The second part of the paper analyses importance of representations and warranties in contract, the definition and relationship with the guarantee of quality of a good and legal regulation regarding quality of the sold good and protection of the parties, the duties of the seller and the purchaser to disclose all relevant and essential information and to take interest in it and consequences of failing to fulfil these duties. Finally, the third part of this paper analyses main ways of protection of the purchaser when representations and warranties are breached by the purchaser, their effectiveness, and problems related to loss calculation when representations and warranties are breached and possible solutions, aiming to protect the party’s interest as most as possible. |
