Get Business Services Ltd & Anor, Re Companies (Cross-Border Mergers) Regulations 2007

Get Business Services Ltd & Anor, Re Companies (Cross-Border Mergers) Regulations 2007

The requirements of Regulation 16(1) were satisfied, including the proper specification of the profit entitlement date in the Terms of Merger and the absence of material prejudice to creditors. The date for profit entitlement can be set by agreement and may precede the effective date of the merger. The exemption in Regulation 7(3) does not apply to mergers of sister companies.

Parties
Applicant: GET Business Services Limited; Applicant: ICT Business Services GmbH
Jurisdiction
England and Wales
Judgment Date
27 October 2017
Procedural Posture
Cross Border Merger Approval / Final Judgment
Outcome
application approved
Legal Topics
Companies (cross Border Mergers) Regulations 2007, Directive 2005/56/ec, Shareholder Profit Entitlement Date, Creditor Protection in Mergers
Company Law Cross Border Mergers Companies (cross Border Mergers) Regulations 2007 Directive 2005/56/ec Shareholder Profit Entitlement Date Creditor Protection in Mergers

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Parties

GET Business Services Limited

Applicant

ICT Business Services GmbH

Applicant

Procedural Posture

Cross Border Merger Approval / Final Judgment

Legal Issues

  1. 1 Whether the requirements of Regulation 16(1) of the Companies (Cross-Border Mergers) Regulations 2007 have been satisfied
  2. 2 Whether the date specified for shareholder profit entitlement in the Terms of Merger complies with Regulation 7(2)(e)
  3. 3 Whether the creditors of GET and ICT would be prejudiced by the merger

Ratio Decidendi

The requirements of Regulation 16(1) were satisfied, including the proper specification of the profit entitlement date in the Terms of Merger and the absence of material prejudice to creditors. The date for profit entitlement can be set by agreement and may precede the effective date of the merger. The exemption in Regulation 7(3) does not apply to mergers of sister companies.

Court Disposition

application approved

Orders

  • The completion of the cross-border merger between GET Business Services Limited and ICT Business Services GmbH is approved.