At least we can praise this book: it resolutely develops various currents that seem necessary to defend a community epistemology of the rather radical type proposed. If justification and knowledge are to be social status, then it must be truth, for example, and the author engages in presenting reports on semantics and truth that seem necessary. In any case, little more than a promissory note and less than a fully elaborated and defended account is managed. The discussion progresses markedly (sometimes too fast, as readers still feel that there is still much to be said on the topic under consideration). Constructive knowledge is knowledge that a person legally assumes, whether or not he or she does so, since knowledge can be obtained through the application of reasonable care. This type of knowledge contains language that refers to an obligation that the parties have, since this knowledge is attributed to a particular person by law, for example, the court ruled that the partners had constructive knowledge of the partnership agreement, although none of them read it. The difference between these two representations lies in how the risk of the unknown is attributed. The qualification of knowledge in the second example serves to transfer the risk of an imminent legal dispute unknown from the seller to the buyer. This type of knowledge qualification is often considered acceptable if the presentation involves a potential claim by a third party (and is often seen by buyers in other contexts as an unacceptable risk transfer tool). Definitions of constructive knowledge often explicitly contain language that refers to a duty to investigate or to an appropriate investigation. This wording is often similar to the due diligence defence under section 11(c) of the Securities Act 1933. Section 11(a) of “Law 33” imposes liability on certain persons for material inaccuracies in a registration statement. One of the defences available to these individuals is a “due diligence defence.” It is the defence that, after a proper investigation, the defendant had (and believed) reasonable grounds to believe (and believe) the truth of the false statement.

In interpreting the due diligence defence, the courts have always recognized the facts and circumstances of the investigation. Yet the standard of investigation required is clear: that of a “reasonable man in the management of his own property.” This Standard goes beyond simply asking questions and may require further action due to certain facts and circumstances. [3] In addition, over the course of the eight CBA studies, a large and growing percentage of agreements define a “knowledge group” that includes specific individuals. In the 2019 study, almost all (99%) of the transactions reported involved a limited knowledge group or specific individuals whose knowledge was qualified. Knowledge means, when referring to the seller`s “knowledge” or a similar expression or qualification based on knowledge, the actual and conscious knowledge (but excluding any constructive knowledge) of . . . A knowledge qualification is applied to insurance and guarantees to limit their scope.

Consider, for example, the following variations of the same narrative: The doctrine of intentional blindness is well established in criminal law. Many criminal laws require proof that a defendant acted knowingly or intentionally, and courts that apply the doctrine of willful blindness believe that defendants cannot escape the scope of these laws by intentionally protecting themselves from clear evidence of critical facts strongly suggested by the circumstances. The traditional reason for this doctrine is that defendants who behave in this way are just as guilty as those who have real knowledge. It is also said that people who know enough to blind themselves to directly prove critical facts are actually aware of those facts. [5] During negotiations, seller generally tries to keep its representations and warranties as narrow as possible, while buyer wishes to extend seller`s representations and warranties. One approach a seller can use to limit the scope of its representations and warranties is to include knowledge qualifiers. We found this shift to a buyer-friendly definition of knowledge particularly interesting, as it took place at a time when the transaction landscape was primarily seller-friendly. This is likely due to more impactful market changes that change the way the parties view risk allocation. Even if the parties agree to use a knowledge qualifier, the scope of the knowledge must be determined.

Is knowledge simply “real” knowledge or does it imply “constructive” knowledge? And what knowledge is relevant to insurance and qualified knowledge coverage? This article explores the use of knowledge qualifiers in private company mergers and acquisitions transactions. .