Corporate analysis: The Court of Appeal has considered whether a UK company could effect a merger pursuant to the Cross-Border Merger Regulations 2007 where the only non-UK EEA company involved in the transaction was a dormant entity. Overturning the Companies Court’s earlier decision, the Court of Appeal held that the transaction fell within the scope of the Regulations.
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Rule 2.7 (firm intention) announcement—scheme of arrangementSTOP PRESS—Impact of the Retained EU Law (Revocation and Reform) Act 2023: This document contains references to retained EU law (REUL) and associated terms introduced by the European Union (Withdrawal) Act 2018 in connection with Brexit.
Conditions and further terms to scheme of arrangementPart A—Conditions to the Scheme1 1.1[Long Stop DateThe Acquisition will be conditional upon the Scheme becoming unconditional and effective by not later than the Long Stop Date.]1.2Scheme approvalsThe Scheme will be conditional on:1.2.1its
Schemes of arrangement—procedureProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the detailed procedures to be followed to implement the acquisition by a buyer (offeror) of all the shares, or one or more classes of shares, in a company
Schemes of arrangement—advantages and disadvantagesIn recent years, schemes have been the structure of choice for the majority of offerors implementing a takeover despite the prohibition of cancellation schemes in the context of a takeover and the removal of the incidental stamp duty advantages of a
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