Read more
What happens when the acquisition of a business goes wrong? What can an injured buyer do to seek redress? How can sellers defend such claims?This book brings together a combination of commercial insight and deep industry expertise, providing expert guidance on how to make and defend claims in these circumstances.
Completely revised and updated in line with recent caselaw, the 2nd edition contains new material covering:
- Rejection of a seller's duty of care in negligent misstatement
- The effect of a goodwill exclusion
- A material adverse change provision in the context of COVID-19
- Fraud of an agent and conspiracy to defraud
- Earnout payment claims
- Misrepresentation through due diligence responses
Written by leading commercial barristers, it offers in-depth answers to frequently-asked questions and is essential reading for anyone involved in buying or selling a business, with particular appeal to commercial law practitioners, litigators, arbitrators, in-house counsel and contract drafters.
This title is included in Bloomsbury Professional's Company and Commercial Law online service.
List of contents
1. Introduction
2. Warranties and Indemnities and their Breach
3. Excluding or Limiting Liability
4. Knowledge and Disclosure
5. Notification of Claims Clauses
6. Escrow and Earnout Provisions
7. Misrepresentation and Fraud
8. Damages
9. Other Remedies
10. Sellers' Claims
11. Litigation Issues
About the author
Simon Salzedo KC's practice covers all areas of Commercial Law. He is recommended by the legal directories for Commercial Litigation, Banking and Finance, Civil Fraud, International Arbitration, Professional Negligence, Professional Discipline and Insurance and Reinsurance work. He is an experienced advocate at all levels of the court system and in international arbitration. He is a qualified Chartered Accountant (FCA) and the author of books on the Arbitration Act 1996 and Conflicts of Interest. Simon was Chambers & Partners Professional Negligence Silk of the Year 2019.
Summary
What happens when the acquisition of a business goes wrong? What can an injured buyer do to seek redress? How can sellers defend such claims?
Fraud and Breach of Warranty: Buyers’ Claims and Sellers’ Defences brings together a combination of commercial insight and deep industry expertise, providing expert guidance on how to make and defend claims relating to the sale of businesses.
Completely revised and updated in line with voluminous recent case law, the Second Edition contains new and revised material covering:
- Material adverse change provisions, including in the context of Covid-19
- Notification clauses
- Exclusions of goodwill claims
- Earnout payment claims
- Misrepresentation through due diligence responses
- Fraud of an agent
- Quantum of loss in breach of warranty and fraud
- Rescission of an SPA
Written by leading commercial barristers, this book offers in-depth and practical answers to frequently asked questions and is essential reading for anyone involved in buying or selling a business, with particular appeal to commercial law practitioners, litigators, arbitrators, in-house counsel and contract drafters.
This title is included in Bloomsbury Professional’s Company and Commercial Law online service.
Foreword
Provides expert guidance on how to deal with claims of fraud and breach of warranty following the sale or purchase of a company.
Additional text
Cutting through the confusion of fraud and breach of warranty: a valuable new digest on a tricky area of law.
