House-Clean Ltd & Anor, Re Companies (Cross-Border Mergers) Regulations 2007

House-Clean Ltd & Anor, Re Companies (Cross-Border Mergers) Regulations 2007

The requirements of the Companies (Cross-Border Mergers) Regulations 2007 for the issue of a pre-merger certificate have been properly complied with, as the documents are sufficiently current, the translation issue is not material, and there is no basis for refusing the certificate.

Parties
Applicant: House-Clean Limited; Applicant: House-Clean Verwaltungs GmbH
Jurisdiction
England and Wales
Judgment Date
03 May 2013
Procedural Posture
Application for Pre Merger Certificate Under Companies (cross Border Mergers) Regulations 2007 / Pre Merger Approval (stage 1)
Outcome
pre-merger certificate issued
Legal Topics
Pre Merger Requirements, Court Approval, Regulatory Compliance, Merger by Absorption of Wholly Owned Subsidiary
Company Law Cross Border Mergers European Union Law Pre Merger Requirements Court Approval Regulatory Compliance Merger by Absorption of Wholly Owned Subsidiary

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Parties

House-Clean Limited

Applicant

House-Clean Verwaltungs GmbH

Applicant

Procedural Posture

Application for Pre Merger Certificate Under Companies (cross Border Mergers) Regulations 2007 / Pre Merger Approval (stage 1)

Legal Issues

  1. 1 Whether the pre-merger requirements under the Companies (Cross-Border Mergers) Regulations 2007 have been properly complied with for the issue of a pre-merger certificate
  2. 2 Whether the draft terms of merger and directors' report are sufficiently current and accurate to satisfy the Regulations
  3. 3 Whether the court has discretion at stage 1 to consider potential detriment to creditors

Ratio Decidendi

The requirements of the Companies (Cross-Border Mergers) Regulations 2007 for the issue of a pre-merger certificate have been properly complied with, as the documents are sufficiently current, the translation issue is not material, and there is no basis for refusing the certificate.

Court Disposition

pre-merger certificate issued

Orders

  • Pre-merger certificate issued under regulation 6 of the Companies (Cross-Border Mergers) Regulations 2007