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Company Law

Analysis - guidance - compliance

28 JAN 2014


Chancery Division

Roth J

3 May 2013

The court considered an application for a pre-merger certificate pursuant to the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, reg 6. The case involved a proposed merger between an English and German company, the former being a wholly owned subsidiary of the latter. The question in the case was whether the draft terms of the merger and the directors' report must be dated within a particular period of time prior to the hearing.


[1]        This is an application for the court to approve pre-merger requirements for a cross border merger under the Companies (Cross-Border Mergers) Regulations 2007.  The application is therefore made under regulation 6 of those Regulations, which I shall refer to simply as "the Regulations".

[2]        It has been adjourned to the judge by order of Registrar Barber 6 March 2013 because of certain issues that arose on this particular application and which, I have reason to believe, have arisen on a number of other such applications.  As will be clear, a further issue emerged on the papers which was explored at the hearing of the application.

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