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On 14 June 2012, Miller Rosenfalck obtained a pre-merger certificate for a client, in respect of a cross-border merger of a UK limited company and a German GmbH, by way of formation of a new company in Germany.
In this matter previous English advisors had failed to obtain the desired Court Order after more than one attempt, perhaps reflecting a general uncertainty in recently adopted English procedural requirements for such applications.
We are aware anecdotally that there have been other cases where the merger process including a UK company has become stuck or delayed, due either to UK advisors' inability to satisfy the evidential burden imposed by the court, or where the fees charged/quoted being disproportionate. Some have had unfortunate experiences of lengthy applications ending up either aborting the merger process due to the increased costs as a result of inadequate advice, or switching advisors and incurring further costs.
We therefore take this opportunity to briefly explain the UK process.
Please click on the pdf below for the full article.
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