IBA Publishes Fourth EditionOf Legal Opinions In International Transactions

Thursday, January 1, 2004 - 00:00

The International Bar Association (IBA) has announced its fourth edition of Legal Opinions in International Transactions, co-published by Kluwer Law International. The book is edited by Michael Gruson, Stephan Hutter and Michael Kutschera and is sponsored by the Banking Law Committee of the IBA Section on Business Law.

Since its first publication in 1987, the report has been extensively used by international lawyers, and its proposals have been widely accepted. It also has substantially aided lawyers in reducing time and effort discussing the proper wording of legal opinions.

The fourth edition retains the basic structure of the prior editions. The report explains what opinions a U.S. lawyer typically wants to obtain from non-U.S. counsel, how a U.S. lawyer understands the various opinion clauses, how non-U.S. counsel can best respond to such requests and what analysis is required under non-U.S. law to enable the non-U.S. lawyer to give the opinion. The book covers the law of 25 countries and contains a discussion of the special issues involved in the opinions rendered by in-house counsel.

The fourth edition was necessary because:

• Numerous changes have occurred in the laws of the countries covered.

• The influential TriBar Report on legal opinions issued by the New York bar associations was substantially revised in 1989.

• The frequent use in the U.S. of contractual governing law clauses that exclude the principles of conflict of laws required an analysis as to whether a contract containing such governing law clauses is valid.

• A new chapter discusses issues specifically relating to legal opinions issued by in-house counsel.

• With increasing frequency, U.S. companies enter into agreements governed by a non-U.S. law, and U.S. counsel is required to give an opinion on the governing-law clause instead of the opinion that the agreement is legal, valid and enforceable. Therefore the chapter dealing with U.S. conflict of laws opinions has been expanded.

To order a copy of Legal Opinions in International Transactions, call the publication department of IBA at +44 (0)20 7629 1206 or e-mail pubs@int-bar.org.