Interoute Networks Ltd & Ors, Re

Interoute Networks Ltd & Ors, Re

The court is satisfied that all formal requirements under Regulation 16(1) have been met, there is no material prejudice to any stakeholder, and the Diamond Resorts test is satisfied. The court sanctions the two intra-group cross-border mergers, subject to a mechanism to address any Brexit-related legal disruption before the effective date.

Parties
Applicants: Interoute Networks Ltd & Others
Jurisdiction
England and Wales
Judgment Date
01 April 2019
Procedural Posture
Application for Sanction of Cross Border Mergers / Judgment on Application for Sanction Under Regulation 16 of the Companies (cross Border Mergers) Regulations 2007
Outcome
Applications for sanction of the two cross-border mergers granted
Legal Topics
Sanction of Cross Border Mergers, Jurisdiction Under Companies (cross Border Mergers) Regulations 2007, Brexit Implications for Cross Border Mergers
Company Law Cross Border Mergers Sanction of Cross Border Mergers Jurisdiction Under Companies (cross Border Mergers) Regulations 2007 Brexit Implications for Cross Border Mergers

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Parties

Interoute Networks Ltd & Others

Applicants

Procedural Posture

Application for Sanction of Cross Border Mergers / Judgment on Application for Sanction Under Regulation 16 of the Companies (cross Border Mergers) Regulations 2007

Legal Issues

  1. 1 Whether the formal requirements under Regulation 16(1) of the Companies (Cross-Border Mergers) Regulations 2007 have been met
  2. 2 Whether the court should exercise its discretion to sanction the mergers, particularly in light of potential Brexit-related legal uncertainty

Ratio Decidendi

The court is satisfied that all formal requirements under Regulation 16(1) have been met, there is no material prejudice to any stakeholder, and the Diamond Resorts test is satisfied. The court sanctions the two intra-group cross-border mergers, subject to a mechanism to address any Brexit-related legal disruption before the effective date.

Court Disposition

Applications for sanction of the two cross-border mergers granted

Orders

  • Sanction of Merger 1 and Merger 2 under Regulation 16 of the Companies (Cross-Border Mergers) Regulations 2007
  • Order to include mechanism for Applicants to restore the matter if Brexit-related legal disruption arises before the effective date