Cuprinsul c?r?ii Introduction Civil Law versus Common Law/ 7 Topic 1 Anglo-Saxon Business Law /20 I. American Business Law/20 II. English Business Law / 24 Topic 2 Anglo-Saxon Contract Law / 44 I. American Courts and Case Law /44 II. English Courts and Case Law / 51 Topic 3 Anglo-Saxon Business Contracts in Theory / 62 I. Anglo-Saxon Law Applicable to Contracts Other Than for the Sale of Goods /62 A. Drafting Anglo-Saxon Contracts /63 B. Interpreting Anglo-Saxon Contracts / 80 II. Anglo-Saxon Law Applicable to Contracts for the Sale of Goods/ 83 A. Contracts for the Sale of Goods under the UCC/ 83 1. Sphere of application of Article 2 UCC (Sales) /83 2. Formation of the contract and form requirements/ 84 3. Warranties/ 87 4. Buyer Remedies /88 5. Seller Remedies /89 B. Contracts for the Sale of Goods under the CISG/ 90 1. Structure of the CISG/ 90 2. Sphere of application of the CISG /90 3. Interpretation of the CISG and of contracts under the CISG /91 4. Formation of the contract and form requirements /92 5. Seller?s obligations and buyer?s remedies/ 92 Topic 4 Anglo-Saxon Business Contracts in Practice/ 104 I. Contracts for the Sale of Goods / 104 A. Sale of Technology/ 104 B. Sale of Wine/ 111 II. Contracts for the Sale of Companies /119 A. Sale of a Public Company/ 119 B. Sale of a Private Company/ 138 1. Background Information/ 138 2. Due Diligence (Company?s response to the Buyer?s due diligence request)/ 140 3. Data Room (Documents provided by the Company and the Sellers /150 3.1 Certificate of Incorporation/ 150 3.2 Organizational Resolutions / 154 3.3 Bylaws/ 155 3.4 Stockholders Agreement /172 3.5 Stock Certificates / 187 3.6 Patent License Agreement between the Company and Diamond Cutters/ 190 3.7 Equipment Lease Agreement between the Company and Protect Your Stuff / 196 3.8 Supply Agreement between the Company and Jimmy Gems / 199 3.9 Employment Agreement between the Company and Donald Diamond /205 3.10 Business License of the Company from the City of Chicago /221 3.11 Line of Credit Agreement between the Company and Mo Money Bank / 222 3.12 Chart of Lien Search Results/ 231 3.13 List of Customers and Suppliers/ 232 4. Stock Purchase Agreement (Buyer?s markup of Sellers? draft)/ 233 5. Due Diligence Report (Memorandum Prepared by Counsel to the Buyer) / 265 6. Issues List Report (Memorandum Prepared by Counsel to the Sellers)/ 273 7. Disclosure Schedules (Draft Prepared by Counsel to the Sellers)/ 281 8. M&A Deal Terms Study/ 288 Bibliography/ 298
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