Declaraciones y garantías en fusiones y adquisiciones empresariales: una aproximación desde el interés contractual y la teoría de la causa

Abstract

In contracts for the sale of shares and acquisitions of companies, it is very common to find the so-called «Declarations and Guarantees» clause. In it, the parties usually make a series of statements that inform about the quality and origin of the thing sold -which is precisely the Company-; as well as statements that provide important and necessary information to contract (financial statements, the status of the actions, the pending litigation, the handling of labor issues, hidden liabilities, licenses, industrial property, contracts, etc.). Once these statements are made, responsibilities are assumed for the veracity, accuracy or accuracy of the information provided, to the point of preaching a breach of contract otherwise. In this article I intend to make an analysis of the scope and meaning of this legal concept, in the particular Colombian context, focusing on the theories of the «legal cause» and on solving the question of what is the way in which its breach is corrected when you are They are false or inaccurate.