Acquisition of shares in a foreign country: substantive law and legal opinions : report of the Subcommittee on Legal Opinions of the Committee on Banking Law of the Section on Business Law of the International Bar Association and the Committee on Business Organisations of the Section on Business Law of the International Bar Association
Michael Gruson, Stephan Hutter, International Bar Association. Subcommittee on Legal Opinions, International Bar Association. Committee on Business Organisations
Graham & Trotman, 1993 - Business & Economics - 502 pages
This new book contains a detailed analysis of the legal requirements in connection with the issuance and transfer of shares in a foreign country. The book discusses issues such as the mechanics of transfer, foreign stock ownership, registration and notification requirements, good faith acquisition of shares, transfer restrictions and lost or stolen shares under the laws of twenty-eight different countries. In addition, The book proposes - for each jurisdiction model - legal opinion language (and appropriate legal opinion backup) which counsel To The purchaser should request in order to protect his client. The book is a valuable tool for anyone who purchases a company or a stake in a company in a foreign country. Reports from the following countries are included: Argentina, Australia, Austria, Belgium, Brazil, Canada, Czechoslovakia, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Japan, Luxembourg, Mexico, Netherlands, Portugal, S. Africa, Spain, Switzerland, UK, Hong Kong, Scotland, U.S.A., Venezuela.
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acquired acquisition AktG amount applicable approval Articles of Association authorized capital bearer shares board of directors Bona Fide Purchases bonaﬁde purchaser certiﬁcate of incorporation commercial registry company law company's contributions in kind corporation's delivery Documentary Investigation duly effected Encumbrances endorsement entitled ﬁled ﬁling ﬁnancial Firm Book ﬁrst Foreign Stock Ownership fully paid GmbHG holder ifthe interim certiﬁcates issuance of shares issue shares issuer Legal Opinions Liens limited liability company Lost or Stolen Model Opinion Language negotiable instruments nominal capital notarial deed notice number of shares ofthe shares owner person pledge pre-emptive rights pursuant Qualiﬁcations registered shares relevant resolution respect Restrictions on Transfer security interest seller share capital share certiﬁcate share register share transfer shareholders Shoho Art Sociedad Anonima speciﬁc stamp duty stockholders Stolen Shares subscribed subscription supra note 24 third party transaction transfer of shares transferor uncertiﬁcated shares usufruct validly issued Voidability voting