Webcast
In the next edition of our Deloitte Legal Update webcast series, we will discuss a much-noticed decision of the German Federal Court of Justice (Bundesgerichtshof) that is highly relevant for the preparation and implementation of real estate transactions - for both the sell-side and the buy-side.
"Caveat emptor - let the buyer beware", this old principle from Roman law is once again turned on its head by the Federal Court of Justice (BGH) in a recent decision in connection with a real estate transaction (case reference: V ZR 77/22). The practice in real estate transactions has so far followed a largely identical procedure: The seller opens a - usually virtual - data room for the buyer. There, the buyer and his advisor have the opportunity to review the documents on the subject matter of the transaction (in real estate transactions: the contractual property), which are presented there in a more or less structured/systematic manner. The buyer then requests additional information and/or documents as part of a Q&A process, or the seller adds further documents to the data room at a later stage for other reasons. It is not uncommon for the seller to attempt to exempt itself from any liability solely through extensive to excessive - and sometimes at a very short notice - disclosure of documents, coupled with relevant provisions in the purchase agreement.
The German Federal Court of Justice ruling of September 15, 2023 could significantly change this practice. As a result of the ruling, the sellers must prepare and implement the due diligence more carefully and, as part of the due diligence and/or negotiations, (more) early provide (more) distinct information about circumstances that are material to the purchase decision.
Our webcast will provide an overview of the German Federal Court of Justice decision and its most important consequences for transaction practice, especially in complex real estate transactions.
The main topics covered will be
- Duties of disclosure and investigation
- What is relevant information and in which information background is it mbedded?
- How should the data room be structured and how should access to it be organized?
- Contract drafting in the area of conflict between knowledge of the parties and due diligence
Carina Fricke and Hagen Brasse, both lawyers specializing in real estate law, will guide you through the webcast. Following the presentations our speakers will of course also be available for a detailed Q&A.
Please feel free to submit your questions for the Q&A section when registering.
Information
Webcast in German language – please feel free to contact our experts for explanations in English language.
For organizational questions, please contact
Madeleine A. Thrun
Tel: +49 211 87724645
E-Mail: athrun@deloitte.de
Your Contact
Carina Fricke
Carina Fricke joined Deloitte Legal in January 2022 as a lawyer in real estate law and advices on all aspects of German real estate business law. She has a particular focus on commercial tenancy law as well as real estate transactions, which, in addition to drafting contracts, also include conducting complex due diligence reviews. After her studies at the Free University of Berlin and the University of Liège (Belgium), Carina Fricke completed her legal traineeship at the Court of Appeal in Berlin. Prior to this, she worked as a research assistant at one of Germany’s leading international law firms. Carina Fricke speaks German and English.
Hagen Brasse
Hagen Brasse joined Deloitte Legal in April 2021. He is Counsel and advises on all aspects of German real estate business law with a particular focus on real estate transactions and property management. In addition to drafting contracts, this includes, in particular, conducting complex due diligence reviews. Furthermore, Hagen Brasse has experience in advising on commercial tenancy and brokerage law. Before joining Deloitte Legal, he worked for several years at another leading international law firm. Hagen Brasse speaks German and English.
