Warranties, Representations and Due Diligence in Swedish Law
Most M & A transactions are for the sale and purchase of either a company or of its assets. In Swedish law, such transactions are governed by köplagen (1990:931) (the Sale of goods act). To some extent, this is true even when the parties expressly agree that their contract shall not be governed by that law, since many general principles of (Swedish) contract law are expressed in köplagen and will, as such, apply unless the parties in their contract have dealt with the topics addressed by such rules / principles. The article Warranties, Representations and Due Diligence in Swedish Law discusses certain aspects of Swedish law that may come as a surprise to foreign parties to M & A transactions where Swedish law shall apply. It was published in Executive View´s 2010 Mergers, Acquisitions & Joint Ventures Digital Guide.