Law Knowledge Flashcards
What are the four basic principles at play in the formation of a contract?
Capacity
Offer and acceptance
Consideration
Legality
What is an SPA? What clauses are typically in one?
A sales and purchase agreement (SPA) is a binding legal contract that obligates a buyer to buy and a seller to sell a product or service.
It likely includes conditions precedent, warranties and indemnities, and other clauses such as force majeure.
What is the difference between warranties and indemnities?
Warranties provide assurances about the status of a party’s affairs (such as profitability and the existence of liabilities) and indemnities provide protection from specific risks coming to fruition (such as a law suit being initiated).
What is the process of a generic acquisition?
Decision to acquire companies as inorganic growth Criteria for acquiring a company Company search and selection Planning Evaluation Negotiation Due Diligence Contract of acquisition Transaction Financing Closing Post-Closing (Much more important that it may seem)
What is disclosure? How does it differ between transactional and contentious contexts?
Disclosure is the delivery or production of documents by a party to a case to the other parties in the case or deal. The contents generally differ between transactional and contentious.
What is due diligence?
Due diligence is the investigation or exercise of care that a reasonable business or person is normally expected to take before entering into an agreement or contract with another party or an act with a certain standard of care.
What are the different types of due diligence?
Legal due diligence is the process of collecting and assessing all of the legal documents and information relating to the target company.
Financial due diligence is an investigative analysis of the financial performance of a company.
Commercial due diligence is the process through which a buyer analyses a target company from a commercial perspective.
