Legal Opinions in International Transactions

Sponsored by the Banking Law Committee (E) of the International Bar Association's Section of Business Law, this is the fourth edition of a definitive work: the result of extensive discussions at many IBA conferences of lawyers worldwide who provide commentary on a multitude of issues which may arise in the process of rendering legal opinions in international transactions. In most important international business transactions opinions of counsel are required as a condition precedent to the `closing of the transaction. This book analyses and comments on the clauses of a typical legal opinion requested in an international transation. The book explains meaning given to such opinion clauses by U.S. counsel, discusses under the law and practice of 25 countries whether such opinion can be given and whether or not modifications are advisable and addresses the investigation necessary to enable a lawyer to render a correct opinion. The book also contains a chapter discussing the opinion a non-U.S. lawyer should request from a U.S. lawyer. The fourth edition adds a discussion of the special issues involved in opinions rendered by in-house counsel. The principal purposes of the book is to improve the communications between the lawyer- frequently a U.S. attorney- requesting the opinion and the lawyer rendering the opinion. Both must have a common understanding of the meaning of the terminology used in, and the scope of, the opinion. Another important purpose of the book is to analyse the interdependence of the opinions of counsel from several countries rendered in connection with one transaction. This frequently requires a conflict of laws analysis. Where the laws of several countries apply to a transaction, the various opinions must be put together like pieces of a puzzle before the recipient of the opinion can be certain that all relevant legal issues, under all relevant legal systems, have been fully addressed. The suggestions made in this book have been widely accepted in international opinion practice.