Was Ist Eine Capacity Legal Opinion

In law, a legal opinion in some jurisdictions is a written statement from a judge or group of judges that is attached to an order or judgment in a case setting out the reasons and legal principles for the judgment. Several areas of business practice require formal legal advice from lawyers. The legal aid scheme in the United Kingdom requires legal advice demonstrating a reasonable chance of success before the Legal Aid Board funds an application. Professional negligence insurance policies often require the advice of legal counsel before the insurer is required to pay for an alleged claim (sometimes called a QC clause if it is to be the opinion of a senior lawyer). Opinions are given on legal issues and do not extend to questions of fact. As external legal counsel, we are located `outside` the relevant day-to-day operations/activities of the Guernsey companies. Therefore, facts relating to the management of a business, such as the solvency of a business or the fact that it has fulfilled certain obligations under the Companies Act of Guernsey, are not to our knowledge and therefore do not fall within the competence of expert opinion. In Guernsey, it is customary for a director of the Guernsey establishment concerned to issue a certificate confirming certain facts. The latter form of opinion is sometimes made available to the public, either because of public pressure (see, for example, Lord Goldsmith`s opinion on the war in Iraq, note by Yoo) or because a general clarification of the law is needed (see, for example, Yorke-Talbot`s opinion on slavery). In the United States, several attorneys general give the attorney general`s opinions. In addition, specific opinions may be issued as agreed by Guernsey Counsel as part of market practice for a particular type of transaction, such as how an investor is registered in connection with a fund closure. Generally speaking, the opinions of the Guernsey Solicitor on a transaction cover legal issues relating to (i) the valid existence of an entity registered in Guernsey and its ability to enter into certain transaction documents, and/or (ii) the proper performance, validity and enforceability of foreign laws and/or Guernsey`s legal transaction documents (in both cases entered into by the Guernsey entity).

Opinions are normally published in these jurisdictions at the request of the court, and to the extent that they contain statements about what the law is and how it should be interpreted, they reinforce, modify, set or remove a precedent. If a court decides that a notice must be published, the notice may be included in a volume of a series of books called Law Reports (or journalists in the United States). Published court opinions are also collectively referred to as case law and represent one of the most important sources of law in common law legal systems. In the world of multi-jurisdictional transactions, it has become common for parties to obtain legal advice (“Opinion”) on companies domiciled in jurisdictions or documents that are not “known” to the law of the requesting party. Not all cases decided by a higher court result in the publication of an expert opinion; In many cases, this is not the case, as an advisory opinion is often only issued when the law is reinterpreted or the matter is an important matter of general public interest and the court wishes to publish the details of its decision. [ref. needed] In the majority of U.S. cases, judges issue a memorandum decision clarifying how federal or state law applies to the case and upholding or reversing the lower court`s decision. A memorandum decision does not set a precedent or reinterpret the law and cannot be used to justify a decision in subsequent cases. Expert opinion, on the other hand, always determines a certain interpretation of the law. In financing transactions (also financing operations, banking transactions, etc.), legal advice is part of the payment and/or efficiency requirements.

In the United Kingdom and other common law countries, a legal opinion also refers to written legal advice on a point of law issued either by a lawyer or solicitor (often referred to as a “lawyer`s opinion”) or, occasionally, by a senior judicial officer, such as an Attorney General. If the opinion is given by a foreign lawyer or law firm, it is generally referred to as “foreign legal advice”. In commercial transactions, particularly in the context of financing, the lender requires expert advice on the viability of the borrower and the enforceability of the transaction documents that the borrower must conclude. This type of assessment is generally provided by the borrower`s lawyer or the lender`s advisor, according to the ethical rule that applies to the delivery of these expertises applicable to the jurisdiction. If the company in question is from a foreign country, the opinion is often referred to as a foreign legal opinion. More specific standard opinions that would be issued to achieve capacity and/or validity and applicability include: From a Guernsey-specific perspective, Guernsey lawyers typically seek expert advice when an element/aspect of the agreement relates to Guernsey. Usually, this is due to the fact that companies registered in Guernsey are parties to the transaction (i.e. they usually enter into contractual obligations through contracts governed by the laws of another jurisdiction), for example as borrower, guarantor, buyer, seller, investor, etc.

Similarly, expert opinions are used when documents to be submitted by different parties are subject to the law of Guernsey. As mentioned above, the only other document that will be submitted will be a Director`s Certificate, which will have to be signed by a Director of the relevant Guernsey unit. This certificate is usually addressed to us as Guernsey Counsel. These notices provide the claimant with additional assurance that its foreign legal colleagues involved in the transaction are able or permitted to participate in the transaction. The types of transactions in which opinions appear range from bank/institutional loans and financings, mergers and acquisitions and real estate acquisitions, to mutual fund launches/closures. Most importantly, advance notice is essential. Transactions that require commentary are often very complex and involve multiple aspects, parties or jurisdictions, which can lead to focusing on the most important transaction documents, leaving ancillary elements such as opinions (although they are actually very important to the completion of the transaction) until the closing of the transaction. While this is understandable, it can lead to a completely avoidable “pinch point” when completing a transaction. In most cases, the expert opinion procedure can be conducted simultaneously with the main elements of the business transaction. The following is very useful for us to know from the beginning: The certificate of director contains confirmation of certain facts relating to the Guernsey entity, such as solvency, compliance with laws, absence of liquidation/administration resolutions, all board meetings have been duly quored and validly held, and confirms that the Guernsey entity is not involved in any dispute.