Easynet Global Services Ltd, Re

Easynet Global Services Ltd, Re

The inclusion of a dormant EEA company (BV) as a device does not create a genuine cross-border merger within the meaning of Regulation 2. The transaction is not the kind of merger the Regulations and Directive were enacted to facilitate. The court lacks jurisdiction to approve the merger under the Cross-Border Mergers Regulations.

Parties
Applicant: Easynet Global Services Ltd; Shareholder: Interoute Communications Ltd; Shareholder: MDNX Group Holdings Ltd; Transferor Company: Interoute Capital Markets BV
Jurisdiction
England and Wales
Judgment Date
31 October 2016
Procedural Posture
Company Law Application / Application for Permission to Convene Shareholder Meeting
Outcome
Application refused; court lacks jurisdiction under the Regulations.
Legal Topics
Jurisdiction Under Cross Border Mergers Regulations, Interpretation of Regulation 2, Use of Dormant EEA Company as Device, Discretion to Sanction Merger
Company Law Cross Border Mergers Jurisdiction Under Cross Border Mergers Regulations Interpretation of Regulation 2 Use of Dormant EEA Company as Device Discretion to Sanction Merger

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Parties

Easynet Global Services Ltd

Applicant

Interoute Communications Ltd

Shareholder

MDNX Group Holdings Ltd

Shareholder

Interoute Capital Markets BV

Transferor Company

Procedural Posture

Company Law Application / Application for Permission to Convene Shareholder Meeting

Legal Issues

  1. 1 Does the inclusion of a dormant EEA company (BV) as a device bring the transaction within the scope of the Cross-Border Mergers Regulations?
  2. 2 Is the proposed merger a true cross-border merger under Regulation 2?
  3. 3 Should the court exercise discretion to sanction the merger?

Ratio Decidendi

The inclusion of a dormant EEA company (BV) as a device does not create a genuine cross-border merger within the meaning of Regulation 2. The transaction is not the kind of merger the Regulations and Directive were enacted to facilitate. The court lacks jurisdiction to approve the merger under the Cross-Border Mergers Regulations.

Court Disposition

Application refused; court lacks jurisdiction under the Regulations.