Cross border merger regulations [Archived]
Cross border merger regulations [Archived]

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Cross border merger regulations [Archived]
  • Brexit impact
  • Background
  • Application of the Regulations
  • Reasons for using the procedure to effect a takeover
  • Types of merger
  • Issues with definitions
  • The Takeover Code
  • Key documentation
  • Draft terms of merger
  • More...

NOTE: This archived Practice Note summarises the European regime governing mergers between companies based in at least two different member states of the EEA as it applied up to the end of the Brexit implementation period.

Brexit impact

The ability of UK companies to participate in mergers under the EU cross-border merger regime has been affected by Brexit. In particular, following the end of the Brexit implementation period, the Companies (Cross–Border Mergers) Regulations 2007 (Regulations) were revoked by the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019, SI 2019/348. For further details, see Proposed revocation of the Regulations following Brexit below.

For further details of the impact of Brexit on the UK takeover regime generally, see Practice Note: Brexit—UK takeover regime.

Background

The European regime governing mergers between companies in different member states of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive), which was consolidated with five other EU directives in the area of company law in 2017 by Directive (EU) 2017/1132 relating to certain aspects of company law (the Codifying Directive).

The Directive was enacted to:

  1. enhance co-operation and consolidation between companies in the member states of the European Economic Area (EEA)

  2. address difficulties in cross-border mergers as a result of administrative and legislative differences in each of the different Member States

  3. contribute to the completion and

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