Købers retsstilling ved virksomhedsoverdragelser: Samspillet mellem købers undersøgelsespligt i henhold til købelovens § 47 og sælgers loyale oplysningspligt i et obligationsretligt perspektiv

Jonas Brandt

Student thesis: Master thesis


Mergers and acquisitions have received increased public attention over the years in Denmark. Despite increased popularity, however, uncertainties regarding the legal position for company buyers remain in Danish law. These uncertainties arise as a result of the caveat emptor principle in the Danish Act on Sale of Goods § 47. According to the principle, the responsibility for potential defects in the target company lies with the buyer, unless the seller has acted fraudulently. The thesis seeks, therefore, to identify current law by using the judicial dogmatic method. The caveat emptor principle is analyzed and compared with seller’s loyal obligation to inform the buyer about the target company.
In relation to mergers and acquisitions, a conflict of interests exists, as neither the buyer nor the seller have an incentive to carry the responsibility for potential defects in the target company. By use of economic theory, the thesis seek to clarify how this conflict of interests can be solved. Results are that Kaldor-Hicks efficiency can be reached if the seller provides a warranty and thereby carry objective liability for any potential defects in the target company.
In order to reduce transaction costs for the buyer, the thesis recommends buyers to invest in a red flag due diligence investigation of the target company early in the process. This gives the buyer a more informative basis for the decision ex ante, which strengthens his negotiation position.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
Publication date2020
Number of pages70