EGYPT Law and Practice Contributed by: Mohamed Hashish, Farida Rezk, Omar Aboul-Ella and Mariam Rabie, Soliman, Hashish & Partners
future development of its activities, unless these actions or transactions were carried out in the ordinary course of business prior to the FRA’s initial approval of the tender offer. However, in general, pursuant to the Companies Law, the company’s articles of association may require obtaining the board of directors’ approv - al for the transfer of shares. 9.3 Common Defensive Measures Generally, defensive measures are prohibited. However, the company’s articles of association may require the board of directors’ approval for the transfer of shares. See 9.2 Directors’ Use of Generally, defensive measures are prohibited. However, the company’s articles of association may require the board of directors’ approval for the transfer of shares. See 9.2 Directors’ Use of Defensive Measures . 9.5 Directors’ Ability to “Just Say No” In accordance with the Companies Law, the company’s articles of association may require the approval of the board of directors prior to the sale of shares. Defensive Measures . 9.4 Directors’ Duties
ers are usually liable for binding provisions under pre-contractual document, and in all cases, they are also liable for any misleading statements. This being said, pursuant to the Civil Code, if a party does not perform its contractual obliga - tions, the other party is entitled to request the defaulting party to perform its obligations. If the defaulting party does not perform its obligations, the affected party may claim damages. Accordingly, in light of the above, litigation is frequent in M&A deals, given that the buyer may claim damages for any defects discovered after the transaction, or in the event of any mislead - ing information, in addition to the possibility of claiming damages in the event of non-perfor - mance of the contractual obligations. 10.2 Stage of Deal Litigation usually takes place after the trans - action, whereby the dispute involves claiming damages relating to the obligations stipulated in the pre-contractual document or the contract. The parties may claim damages for defects dis - covered after the transaction, or in the event of any misleading information, in addition to the possibility of claiming damages in the event of non-performance of the contractual obligations. The damages are assessed by the court on a case-by-case basis, based on the value of the losses suffered and any deprived profits that the defaulted party would have expected at the time of concluding the contract, unless other - wise agreed upon in the contract or stipulated by the law. 10.3 “Broken-Deal” Disputes The details of disputes between parties regard - ing broken transactions are not publicly avail - able.
10. Litigation 10.1 Frequency of Litigation
As a general rule under the Civil Code, the seller is not answerable for any defects of which the purchaser was aware at the time of the sale or any defects that could have been discovered by the purchaser by examining the subject of the sale with the care of a reasonable person, unless the purchaser proves that the seller affirmed the absence of those defects. Furthermore, the sell -
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