Can An Agreement Have Retrospective Effect

The COVID 19 pandemic has crippled businesses and business homes. The invisible force of the pandemic has withstood the economy that affects M-A transactions around the world. The economic recovery, through careful consolidation and purchase/sale, would provide an overview of each merger transaction, since there are no more free economic forces on the market. Cash flow shortages, declining purchasing power, overhead, borrowing and service costs are the weakest problems businesses could face. During this period, while there has been a sudden shutdown of the M-A markets, there may be transactions in the piping (due to lock-down) or troubled transactions that should be imposed on the parties under contractual obligations or simply to fulfill basic means of survival. In this context, there may be situations in which parties may consider assigning identified data to transactions in order to obtain potential economic or accounting or administrative benefits. The reasons for an identified date can be multiple. This process of reflection and the possible request for business raise a very interesting question regarding the law of transactions and the practice of whether a sale or sale of assets or any form of transaction can acquire and propose a forward-looking or retroactive date through a bilateral agreement between the parties. Another question of the practical difficulty that may arise in such transactions is whether a business transfer contract may be preceded by a „named date” that precedes the cementing company`s creation date. With respect to an arrangement involving a merger or a split, this principle is well settled, as in the Marshall Sons case and in the Bombay Gas Co. Pvt Limited [1997 89 Comp Cases 195 Bom], HCL Ltd [1994 80 Comp Cases 228 Delhi].

These cases expressly established that the establishment of a corporation after the „date” would not constitute grounds for rejection or rejection of a system. However, it may be impossible to include such principles in a bilateral agreement which, in the City Mills judgments, Dalmia Cements, established that „only a transaction of a certain date between a person living and not a person who is yet to be born on such a date can take effect.” A likely scenario taken into account in these cases would be the exemption of pre-foundation contracts/agreements between the developer of the purchaser company and the sales company. For the most part, pre-foundation contracts executed by project proponents on behalf of the purchasing company have become legally unlivable without cross-objections from the courts or revenues. Legal Alert is a monthly checklist from Atom Content Marketing that highlights new laws, regulations, codes of conduct and judgments that could impact your business.

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