ANGLO-SAXON BUSINESS AND CONTRACT LAW

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45,00 Lei   32,85 Lei

ISBN: 978-606-28-0659-0

DOI: 10.5682/9786062806590

Publisher year: 2017

Pages: 298

Publisher: Editura Universitară

Author: Raluca Papadima

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Introduction Civil Law versus Common Law/ 7

Topic 1 Anglo-Saxon Business Law /20

I. American Business Law/20

II. English Business Law / 24

Topic 2 Anglo-Saxon Contract Law / 44

I. American Courts and Case Law /44

II. English Courts and Case Law / 51

Topic 3 Anglo-Saxon Business Contracts in Theory / 62

I. Anglo-Saxon Law Applicable to Contracts Other Than for the Sale of Goods /62

A. Drafting Anglo-Saxon Contracts /63

B. Interpreting Anglo-Saxon Contracts / 80

II. Anglo-Saxon Law Applicable to Contracts for the Sale of Goods/ 83

A. Contracts for the Sale of Goods under the UCC/ 83

1. Sphere of application of Article 2 UCC (Sales) /83

2. Formation of the contract and form requirements/ 84

3. Warranties/ 87

4. Buyer Remedies /88

5. Seller Remedies /89

B. Contracts for the Sale of Goods under the CISG/ 90

1. Structure of the CISG/ 90

2. Sphere of application of the CISG /90

3. Interpretation of the CISG and of contracts under the CISG /91

4. Formation of the contract and form requirements /92

5. Seller’s obligations and buyer’s remedies/ 92

Topic 4 Anglo-Saxon Business Contracts in Practice/ 104

I. Contracts for the Sale of Goods / 104

A. Sale of Technology/ 104

B. Sale of Wine/ 111

II. Contracts for the Sale of Companies /119

A. Sale of a Public Company/ 119

B. Sale of a Private Company/ 138

1. Background Information/ 138

2. Due Diligence (Company’s response to the Buyer’s

due diligence request)/ 140

3. Data Room (Documents provided by the Company

and the Sellers /150

3.1 Certificate of Incorporation/ 150

3.2 Organizational Resolutions / 154

3.3 Bylaws/ 155

3.4 Stockholders Agreement /172

3.5 Stock Certificates / 187

3.6 Patent License Agreement between the Company and Diamond Cutters/ 190

3.7 Equipment Lease Agreement between the

Company and Protect Your Stuff / 196

3.8 Supply Agreement between the Company and

Jimmy Gems / 199

3.9 Employment Agreement between the Company and Donald Diamond /205

3.10 Business License of the Company from the City of Chicago /221

3.11 Line of Credit Agreement between the Company and Mo Money Bank / 222

3.12 Chart of Lien Search Results/ 231

3.13 List of Customers and Suppliers/ 232

4. Stock Purchase Agreement (Buyer’s markup of Sellers’ draft)/ 233

5. Due Diligence Report (Memorandum Prepared by Counsel to the Buyer) / 265

6. Issues List Report (Memorandum Prepared by Counsel to the Sellers)/ 273

7. Disclosure Schedules (Draft Prepared by Counsel to the Sellers)/ 281

8. M&A Deal Terms Study/ 288

Bibliography/ 298

Raluca Papadima

Raluca Papadima is a member of the Bucharest (2004), Paris (2006) and New York Bar (2007). She currently practices law in the United States and Romania, specializing in transactions and dispute resolution with an international component. Ms. Papadima is also an Adjunct Professor at the University of Bucharest (Faculty of Law and Faculty of Administration and Business) and the Collège Juridique Franco-Roumain, where she teaches Romanian, French and American, European and International Business Law and Contract Law. She has authored numerous articles published in prestigious Romanian and foreign law reviews.

Ms. Papadima graduated from the Faculty of Law of the University of Bucharest and the Collège Juridique Franco-Roumain (2003) and holds a master in Business Law from the University of Paris 2 Panthéon-Assas (2004), a master in Corporate Law and Governance from Harvard University (2006) and a PhD from the University of Paris 2 Panthéon-Assas (2017).

During 2004-2006, Ms. Papadima worked as an attorney at Linklaters LLP (Bucharest and Paris) and during 2006-2016, she worked as an attorney specialized in Mergers & Acquisitions at, Latham & Watkins LLP (New York) and Greenberg Traurig LLP (New York). She also has significant experience in commercial arbitration. Ms. Papadima is the President of the Vindobona Association for the Promotion of Arbitration in Romania and a registered arbitrator with the Court of International Commercial Arbitration of the Romanian Chamber of Commerce. She is also a constant member since 2005 of the jury for the Willem Vis moot court competition in international arbitration.

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