Honda Motor Europe Ltd, Re [2013] EWHC 2842 (Ch) (20 September 2013)

Honda Motor Europe Ltd, Re [2013] EWHC 2842 (Ch) (20 September 2013)

It cannot be said at this stage that the proposed process is an abuse of the court's process or that sanction must inevitably be withheld. The court's involvement is required by the Regulations, and the process is not a waste of the court's time as there is a genuine commercial justification. The order to convene the shareholder meeting is granted.

Citation
[2013] EWHC 2842 (Ch)
Parties
Claimant: Honda Motor Europe Limited
Jurisdiction
England and Wales
Judgment Date
20 September 2013
Procedural Posture
Companies Court Application Under Companies (cross Border Mergers) Regulations 2007 / Application for Order to Convene Shareholder Meeting
Outcome
Order granted
Legal Topics
Cross Border Merger Procedure, Shareholder Meetings, Court Sanction of Mergers, De Merger Process
Company Law Cross Border Mergers Cross Border Merger Procedure Shareholder Meetings Court Sanction of Mergers De Merger Process

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Parties

Honda Motor Europe Limited

Claimant

Procedural Posture

Companies Court Application Under Companies (cross Border Mergers) Regulations 2007 / Application for Order to Convene Shareholder Meeting

Legal Issues

  1. 1 Whether the court should grant an order to convene a shareholder meeting for a cross-border merger where the merging entity (Italian Newco) is a conduit company and the de-merger process is ongoing at the time of application.

Ratio Decidendi

It cannot be said at this stage that the proposed process is an abuse of the court's process or that sanction must inevitably be withheld. The court's involvement is required by the Regulations, and the process is not a waste of the court's time as there is a genuine commercial justification. The order to convene the shareholder meeting is granted.

Court Disposition

Order granted

Orders

  • Order for convening of Honda Europe's sole shareholder meeting under regulation 11 of the Companies (Cross-Border Mergers) Regulations 2007