Överlåtelser av aktiebolag : Spörsmål kring tillämlig lag, felansvar och Due Diligence

Sammanfattning: Transfers of joint stock companies can be executed in several ways - for example by transferring individual shares or by transferring all shares or by selling the company's assets and liabilities. It is not fully clear which rules should apply to transfers of joint stock companies. Some legal experts claim that the Sales Act (Köplagen) is applicable, while others claim that the rules for promissory notes (Skuldebrevslagen) should apply. This distinction is of great significance regarding the extent of the vendor's liability. According to Skuldebrevslagen the vendor's liability is rather limited, while Köplagen enjoins the vendor a more extensive liability.A transfer of a joint stock company brings about great economical risks, both for the vendor and for the purchaser. Therefore it has become customary to execute a so-called due diligence, before the actual purchase takes place. The concept of due diligence derives from Anglosaxon law and appears in Sweden since the 1990's. The purchaser is allowed to examine the company before the purchase. Normally the purchaser engages expertise to do the actual investigation, for example a law firm. An interesting question is to what extent the actual examiner (i.e. the lawyer) can be considered liable.