ITAU BBA International Ltd, Re

ITAU BBA International Ltd, Re

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.

Parties
Claimant: Itau BBA International Limited
Jurisdiction
England and Wales
Judgment Date
28 June 2012
Procedural Posture
Company Law Application / Ruling on Preliminary Issue of Jurisdiction
Outcome
Declaration granted
Legal Topics
Cross Border Mergers, Interpretation of Statutory Definitions, Transposition of EU Directives
Company Law European Union Law Cross Border Mergers Interpretation of Statutory Definitions Transposition of EU Directives

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

Company Law Application / Ruling on Preliminary Issue of Jurisdiction

Legal Issues

  1. 1 Whether a company formed for the purposes of a merger can qualify as 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