Le garanzie nel contratto di acquisizione di partecipazioni societarie

Abstract

The thesis at stake deals with the Share Purchase Agreement and the main issue of its warranties, including the implied ones. Namely, the problem lies in that transferring shares does not mean selling undertaking’s assets, hence the provisions of clauses−mainly in favour of the purchaser−concerning the company’s patrimony, since shares are only a second degree good: which means that securing the quality of some shares does not grant them−ex se−that quality. While jurisprudence prefers expressed business warranties in contracts, a doctrine is here developed−also referring to Common Law implication of terms−through the proposition of implied clauses and warranties, by having recourse to the good faith principle, which is deemed in force in Company Law relationships as well. [edited by Author]