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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.
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