| Commentary

249.1 Merger

| Commentary

249 Directors’ explanatory reports

249.1 Merger

The directors of each of the merging companies must draw up and adopt a report to the members of that company1. The report should consist of2:

  1. 249.1.1

        the statement required to accompany the notice of meetings of classes of members and creditors to approve any scheme of arrangement, explaining the effect of the scheme; and

  2. 249.1.2

        a further statement setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and specifying any special valuation difficulties (in so far as these matters are not dealt with in

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