Interpretation of Share and Business Acquisition Contracts : A Study of Anglo-American Concepts and Practices Influencing Share and Business Acquisitions, of Compatibility with Nordic Law and of Possible Effects on Interpretation of Contracts Governed by Nordic Law

• Main Author: Wilkman, Nina
• Other Authors: University of Helsinki, Faculty of Law, Civilrätt, Doctoral Programme in Law, Helsingin yliopisto, oikeustieteellinen tiedekunta, Oikeustieteen tohtoriohjelma, Helsingfors universitet, juridiska fakulteten, Doktorandprogrammet i juridik, Bryde Andersen, Mads, Bärlund, Johan
• Format: Doctoral or Postdoctoral Thesis
• Language: English
• Published: Helsingin yliopisto 2018
• Subjects: Iceland
• Online Access: http://hdl.handle.net/10138/246102

This dissertation discusses contract interpretation based on a certain kind of contracting and contracts. It is submitted that sales and purchases of businesses (‘transactions’), regardless of whether transactions involve shares, assets or combinations of these, set a different framework for contract interpretation than many other contractual relationships. The transaction market is heavily influenced by how contracting and contracts are made in the United Kingdom and in the United States and contracts are often drafted in the English language. This has led to a situation where detailed written contracts are used in transactions, including in the Nordic countries, and the contracts typically include common law terminology and English expressions with a certain legal meaning under common law, even when the contracts are governed by Nordic law. These features can be seen in contracts involving domestic as well as cross-border transactions. The analyses of contract interpretation are based on the above mentioned cornerstones, namely the particularities of contracting and contracts in transactions and the use of common law terminology and English expressions in those contracts. Common law is discussed based on how it is perceived in the United Kingdom and the United States, only, and Nordic law is discussed based on the situation in Denmark, Finland, Norway and Sweden, so Iceland is not included. The main method used can be described as belonging to the field of legal dogmatics, which requires both interpretation and systematization. The dissertation includes analyses of contract law in the chosen common law and Nordic jurisdictions and the analyses focus on contract law relevant for transactions. The systematization requirement is met by analyzing the underlying legal concepts of typical terminology and expressions used in a special form of contracts, namely transaction contracts. Secondly, this dissertation also employs a method of a more comparative nature, as English and American terminology and concepts ...