M&A Foundations · glossary

Caveat emptor

"Let the buyer beware" — the English-law starting point that a seller of shares has, with narrow exceptions, no duty to volunteer bad news. It is the reason buyers do due diligence and build their protection into the contract. Chapter 1

Explained in Chapter 1, What M&A Actually Is, of M&A Foundations.

The main page for this term is Caveat emptor, in Buying Commercial Property.

How it comes up, in Chapter 1
That has a profound consequence. Buying shares means buying the company warts and all: every liability the company has ever incurred — known or unknown — comes with it. And English law adds a second, equally important principle: caveat emptor — let the buyer beware. With narrow exceptions, a seller of shares has no general duty to volunteer the bad news.
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Where this term lives

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