ITAU BBA International Ltd, Re [2012] EWHC 1783 (Ch) (28 June 2012)

ITAU BBA International Ltd, Re [2012] EWHC 1783 (Ch) (28 June 2012)

The definition of 'existing transferee company' in the Merger Regulations should be construed to exclude only companies formed for the purposes of a merger by formation of a new company, not all companies formed for the purposes of a merger. The Company qualifies as an existing transferee company and the court has jurisdiction.

Citation
[2012] EWHC 1783 (Ch)
Parties
Claimant: Itau BBA International Limited
Jurisdiction
England and Wales
Judgment Date
28 June 2012
Procedural Posture
Part 8 Claim / Application for Declaration and Orders Under Companies (cross Border Mergers) Regulations 2007
Outcome
Declaration granted
Legal Topics
Cross Border Mergers, Interpretation of Statutory Definitions, Directive 2005/56/ec Implementation
Company Law European Law Cross Border Mergers Interpretation of Statutory Definitions Directive 2005/56/ec Implementation

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 6 Party arguments 1
Sign in to unlock

Parties

Itau BBA International Limited

Claimant

Procedural Posture

Part 8 Claim / Application for Declaration and Orders Under Companies (cross Border Mergers) Regulations 2007

Legal Issues

  1. 1 Whether a company formed for the purposes of a merger can be an 'existing transferee company' under the Companies (Cross-Border Mergers) Regulations 2007

Ratio Decidendi

The definition of 'existing transferee company' in the Merger Regulations should be construed to exclude only companies formed for the purposes of a merger by formation of a new company, not all companies formed for the purposes of a merger. The Company qualifies as an existing transferee company and the court has jurisdiction.

Court Disposition

Declaration granted

Orders

  • The Company is an 'existing transferee company' within the meaning of the Merger Regulations
  • The court has jurisdiction to entertain the application