Despite the increasing effectiveness of due diligence, the fact remains that some transactions require legal advice due to the particular circumstances of this transaction. However, the old habit of seeking the advice of a lawyer as a condition of closing and then letting lawyers negotiate the terms of the transaction at a later date may soon become obsolete. Another cost to the company is the time spent – not only in terms of lawyers` hourly rates, but also the fact that preparation, diligence and (in some cases) negotiations related to legal advice contribute to the process of closing the deal. This can be a challenge for companies that need to close a deal on a very tight schedule. Legal advice can be a valuable document for the protection of the addressee: (i) by informing the recipient of the legal effect of carrying out the proposed transaction; (ii) identification of legal risks; and (iii) confirmation that either party is capable of contracting and performing its obligations under the transaction documents. Our main goal is to provide quality legal services and maintain our positive reputation worldwide. Legal advice should always be considered when a transaction involves a foreign element on which UK lawyers cannot advise. Sometimes it is not possible for the person seeking expert advice to sufficiently inform the lawyer of the importance of the matter or to provide full access to the required information for reasons of confidentiality. In these circumstances, the expert opinion may contain language limiting the lawyer`s liability. Such an opinion is called a qualified opinion. If the reservations applied to all the opinions expressed, it was acceptable to state the opinions and then list the reservations in a list or in subsequent paragraphs. Assessments confirming the status of a company are often required for (a) the acquisition of companies, particularly private companies, and (b) when the borrower is involved in a credit transaction. In general, these opinions require the following: In addition to a notice from AIT under subsection 13.4(1) of the BIA, there may be a number of other scenarios in which legal advice may be required, whether formal or otherwise.
In general, there will be a list of assumptions on which the preparation of the opinion is based. All assumptions and aspects on which they are based must be indicated in the opinion. Of course, assumptions should only be made in respect of facts that the lawyer knows or has reason to believe are accurate. To some extent, the use of assumptions stems from cost considerations – a client will often have considerable knowledge of the facts of the case in question, but will not want to pay for the service required to verify those facts. The latter form of opinion is sometimes made available to the public, either because of public pressure (see, for example, Lord Goldsmith`s opinion on the war in Iraq, note by Yoo) or because a general clarification of the law is needed (see, for example, Yorke-Talbot`s opinion on slavery). In the United States, several attorneys general give the attorney general`s opinions. A fairly recent study by the ABA`s Business Law Section on private mergers and acquisitions in Canada shows a sharp decline in the number of legal opinions on such transactions. The study, which covered 64 transactions ranging from $5 million to $100 million from January 2010 to December 2011, showed that the percentage of transactions requiring legal advice from the target company`s lawyers increased from 72% in 2008 to 55% in 2011. The decline in the comparable study for U.S. transactions was even more pronounced, from 58% in 2009 to 27% in 2011. All opinions relating to securities are subject to extensive restrictions, including the following: Are legal opinions worth it? While cost-benefit analysis varies from company to company, there are a few basic principles to keep in mind.
Void or cancellable? – Redressing Shortcomings in Delaware Act v. Stephen Bigler and Seth Barrett Tillman, 63(4): 1109-1152 (August 2008) It is not uncommon for the stock records of a Delaware corporation to contain omissions or procedural irregularities that raise questions about the valid authorization of some of the outstanding shares. Faced with such irregularities, most corporate lawyers would likely attempt to remedy the deficiency through ratification by the board of directors and, if necessary, ratification by shareholders. However, in a number of landmark cases, the Delaware Supreme Court has considered the legal formalities for the issuance of shares as substantive conditions for the validity of the shares issued, and the court has held that failure to comply with these formalities invalidates the actions in question, i.e.: Not curable by ratification.