Get Business Services Ltd & Anor, Re Companies (Cross-Border Mergers) Regulations 2007 [2017] EWHC 2677 (Ch) (27 October 2017)

Get Business Services Ltd & Anor, Re Companies (Cross-Border Mergers) Regulations 2007 [2017] EWHC 2677 (Ch) (27 October 2017)

The court held that Regulation 7(2)(e) does not restrict the date specified for profit entitlement to the effective date of the merger; parties may agree a convenient date, including a past date. The merger complied with all statutory requirements, and creditors would not be materially prejudiced.

Citation
[2017] EWHC 2677 (Ch)
Parties
Transferee Company: GET Business Services Limited; Transferor Company: ICT Business Services GmbH
Jurisdiction
England and Wales
Judgment Date
27 October 2017
Procedural Posture
Application for Approval of Cross Border Merger / Final Approval Hearing
Outcome
application approved
Legal Topics
Companies (cross Border Mergers) Regulations 2007, Directive 2005/56/ec, Merger by Absorption, Shareholder Profit Entitlement, Creditor Protection
Company Law Cross Border Mergers Companies (cross Border Mergers) Regulations 2007 Directive 2005/56/ec Merger by Absorption Shareholder Profit Entitlement Creditor Protection

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Parties

GET Business Services Limited

Transferee Company

ICT Business Services GmbH

Transferor Company

Procedural Posture

Application for Approval of Cross Border Merger / Final Approval Hearing

Legal Issues

  1. 1 Compliance with Regulation 16(1) of the Companies (Cross-Border Mergers) Regulations 2007
  2. 2 Interpretation of Regulation 7(2)(e) regarding profit entitlement date
  3. 3 Protection of creditors in cross-border merger

Ratio Decidendi

The court held that Regulation 7(2)(e) does not restrict the date specified for profit entitlement to the effective date of the merger; parties may agree a convenient date, including a past date. The merger complied with all statutory requirements, and creditors would not be materially prejudiced.

Court Disposition

application approved

Orders

  • Completion of the cross-border merger between GET Business Services Limited and ICT Business Services GmbH is approved.