Trade Holding Pl-UK Ltd, Re

Trade Holding Pl-UK Ltd, Re

The court cannot sanction a cross-border merger unless all jurisdictional requirements, including the requirement that the pre-merger certificate be issued within six months of the application for sanction, are satisfied. The court has no discretion to waive this requirement. However, upon production of a fresh pre-merger certificate from the Polish court dated within the requisite period, the requirement was satisfied and the merger could be sanctioned.

Parties
Applicant/transferee: Trade Holding PL-UK Ltd; Applicant/transferor: Centrum Handlowe HIT S. A.
Jurisdiction
England and Wales
Judgment Date
16 August 2019
Procedural Posture
Cross Border Merger Application / Sanction Hearing
Outcome
application granted
Legal Topics
Cross Border Mergers, Jurisdictional Requirements, Pre Merger Certificates, Implementation of EU Directives
Company Law Insolvency Law EU Law Cross Border Mergers Jurisdictional Requirements Pre Merger Certificates Implementation of EU Directives

Case Brief

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Parties

Trade Holding PL-UK Ltd

Applicant/transferee

Centrum Handlowe HIT S. A.

Applicant/transferor

Procedural Posture

Cross Border Merger Application / Sanction Hearing

Legal Issues

  1. 1 Whether the court can sanction a cross-border merger under Regulation 16(1) when the pre-merger certificate from the Polish court was issued more than six months before the application for sanction
  2. 2 Whether the court has discretion to waive the six-month requirement for the pre-merger certificate under the Regulations
  3. 3 Whether it is possible under Polish law to obtain a second pre-merger certificate

Ratio Decidendi

The court cannot sanction a cross-border merger unless all jurisdictional requirements, including the requirement that the pre-merger certificate be issued within six months of the application for sanction, are satisfied. The court has no discretion to waive this requirement. However, upon production of a fresh pre-merger certificate from the Polish court dated within the requisite period, the requirement was satisfied and the merger could be sanctioned.

Court Disposition

application granted

Orders

  • Sanction of the cross-border merger between Trade Holding PL-UK Ltd and Centrum Handlowe HIT S. A. under Regulation 16(1) of the Companies (Cross-Border Merger) Regulations 2007.