Before signing, the parties to an M&A transaction engage in diverse dealings and interactions. This phase is normally only partially governed by written agreements. In addition, general legal principles such as the duty to act in good faith govern this phase. What is allowed and what is illegal is often hard to ascertain, in particular in a cross-border context. Where does the freedom to contract (or not to contract) end and where does culpa in contrahendo start? The panel will identify the common pre-contractual agreements as well as their typical scope and discuss the general principles applicable in pre-contractual dealings across some European countries.
Jean-Claude Rivalland Allen & Overy, Paris; Secretary, Corporate Governance Subcommittee, IBA Corporate and M&A Law Committee
Florian Kusznier Schönherr, Vienna
Dr Marcin Olechowski Soltysinski Kawecki & Szlezak, Warsaw
Biörn Riese Mannheimer Swartling, Stockholm