Culpa in Contrahendo and Due Diligence in M&A Transactions
-
Georgios Papachristou
Abstract
In the context of mergers & acquisitions (M&A) the seller and the buyer are engaging in a process called due diligence, during which information regarding the acquired company is disclosed. Usually this takes place through the creation of a data room by the seller and the uploading of documents there. A critical question here is how this process interacts with the seller’s duty of disclosure, namely the duty to disclose to the buyer material facts and issues related to the subject matter of the negotiated contract. Recently, this matter was addressed by the Federal Supreme Court of Germany (BGH). In its judgment the BGH takes the view that the extent to which the seller is performing his duty of disclosure through due diligence must be assessed by taking account of the individual facts of each case. This paper is analyzing the BGH’s judgment and provides a critical approach on certain positions adopted by the court. Finally, it examines some open issues that were not addressed by the BGH and proposes their solution in light of the BGH’s judgment.
© 2025 Walter de Gruyter GmbH, Berlin/Boston
Articles in the same Issue
- Frontmatter
- Editorial
- Editorial 20 Years of European Contract Law Review
- Article
- European Contract Law and Regulation
- Case Notes
- Reading Consumer Protection in the EU Constitutional Context: What Does ‘Consumer Protection Is Not Absolute’ Mean?
- Culpa in Contrahendo and Due Diligence in M&A Transactions
- EU Case Law
- EU Contract Case Law, July–December 2024
Articles in the same Issue
- Frontmatter
- Editorial
- Editorial 20 Years of European Contract Law Review
- Article
- European Contract Law and Regulation
- Case Notes
- Reading Consumer Protection in the EU Constitutional Context: What Does ‘Consumer Protection Is Not Absolute’ Mean?
- Culpa in Contrahendo and Due Diligence in M&A Transactions
- EU Case Law
- EU Contract Case Law, July–December 2024
