Re Easynet Global Services Ltd

Company – Merger. The Companies Court held that a proposed merger of companies did not fall within jurisdiction of the court under the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974. Of 22 companies proposed to be involved in the merger, only one of the companies (BV) was a European Economic Area company outside the United Kingdom. The court held that the proposed transaction did not satisfy the requirements of reg 2 of the Regulations because the thing that gave the 'operation' a cross-border nature was the inclusion of BV, an essentially dormant company, and that inclusion of BV had only been intended to bring it within the scope of the Regulations. In those circumstance, the proposed transaction was not, in reality, a cross-border merger at all.

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