Easynet Global Services Ltd, Re [2018] EWCA Civ 10 (18 January 2018)

Easynet Global Services Ltd, Re [2018] EWCA Civ 10 (18 January 2018)

The inclusion of a dormant Dutch company in the merger brings the transaction within the scope of the 2005 Directive and the Regulations. There is no abuse of law or device, as the right to participate in cross-border mergers is broad and not limited by the economic substance of the foreign entity. The court must...

Source-derived case information.

Citation
[2018] EWCA Civ 10
Parties
Appellant: Easynet Global Services Ltd; Intervener: Secretary of State for Business, Energy & Industrial Strategy
Jurisdiction
England and Wales
Judgment Date
18 January 2018
Procedural Posture
Appeal From High Court (chancery Division) / Court of Appeal Judgment
Outcome
Appeal allowed
Legal Topics
Cross Border Mergers, Freedom of Establishment, Abuse of Law, Interpretation of EU Directives
Company Law European Union Law Cross Border Mergers Freedom of Establishment Abuse of Law Interpretation of EU Directives

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Parties

Easynet Global Services Ltd

Appellant

Secretary of State for Business, Energy & Industrial Strategy

Intervener

Procedural Posture

Appeal From High Court (chancery Division) / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the inclusion of a dormant foreign company in a merger constitutes a 'cross-border merger' under the Companies (Cross-Border Mergers) Regulations 2007 and Directive 2005/56/EC
  2. 2 Whether such inclusion is an abuse of law or a device to circumvent domestic procedures
  3. 3 Whether the court has jurisdiction and discretion to approve the merger

Ratio Decidendi

The inclusion of a dormant Dutch company in the merger brings the transaction within the scope of the 2005 Directive and the Regulations. There is no abuse of law or device, as the right to participate in cross-border mergers is broad and not limited by the economic substance of the foreign entity. The court must approve the merger if all requirements are met and there is no fraud or abuse.

Court Disposition

Appeal allowed

Orders

  • The proposed merger arrangements constitute a cross-border merger within the scope of the 2005 Directive and the Regulations.
  • The court must not refuse approval absent fraud or abuse of law.