Pregledni rad
https://doi.org/10.22598/iele.2025.12.2.8
NON-CONFORMITY IN AN ASSET DEAL AND A SHARE DEAL
Antun Bilić
; University of Zagreb, Faculty of Law, Zagreb, Croatia
*
Ivan Luetić
; BMWC, Zagreb, Croatia
* Dopisni autor.
Sažetak
The acquisition of an enterprise is a cornerstone of M&A transactions. It usually occurs either as a direct sale of an enterprise (asset deal) or as a sale of shares in a company which manages the enterprise (share deal). In each case, the contract will usually be preceded by extensive negotiations and a due diligence process. This cannot always prevent the buyer from being dissatisfied with what it bought. However, Croatian case law severely restricts the buyer’s ability to invoke the statutory provisions on material (and to a lesser extent legal) defects. This will leave the buyer largely without protection, unless it arms itself with an extensive list of representations and warranties. A legal system which aims to be comprehensive cannot leave this entirely to the parties’ contract drafting skills, no matter how sophisticated they usually are. This paper aims to construe a solution on the basis of the general rules of the law of obligations. In the end, it will affirm the basic truth - regardless of the type of transaction, non-conformity exists as long as the buyer does not get what it bargained for.
Ključne riječi
non-conformity; asset deal; share deal; material defects; legal defects; commercial warranty; representations and warranties; guarantees
Hrčak ID:
342100
URI
Datum izdavanja:
22.12.2025.
Posjeta: 288 *