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Statutory Instruments

2007 No. 2974

companies

The Companies (Cross-Border Mergers) Regulations 2007

Made

15th October 2007

Laid before Parliament

16th October 2007

Coming into force

15th December 2007

Contents

Go to Preamble

  1. PART 1

    GENERAL

    1. 1. Citation and commencement

    2. 2. Meaning of “cross-border merger”

    3. 3. Interpretation

    4. 4. The Companies Act 2006

    5. 5. Unregistered companies

  2. PART 2

    PRE-MERGER REQUIREMENTS

    1. 6. Court approval of pre-merger requirements

    2. 7. Draft terms of merger

    3. 8. Directors’ report

    4. 9. Independent expert’s report

    5. 10. Inspection of documents

    6. 11. Power of court to summon meeting of members or creditors

    7. 12. Public notice of receipt of registered documents

    8. 13. Approval of members in meeting

    9. 14. Approval of creditors in meeting

    10. 15. Documents to be circulated or made available

  3. PART 3

    COURT APPROVAL OF CROSS-BORDER MERGER

    1. 16. Court approval of cross-border merger

    2. 17. Consequences of a cross-border merger

    3. 18. Copy of order to be provided to members

    4. 19. Copy of order to be delivered to the registrar of companies

    5. 20. Obligations of transferee company with respect to articles etc

    6. 21. Notification of registration

  4. PART 4

    EMPLOYEE PARTICIPATION

    1. CHAPTER 1

      APPLICATION OF THIS PART

      1. 22. Application of this Part

    2. CHAPTER 2

      UK MERGING COMPANIES AND THE SPECIAL NEGOTIATING BODY

      1. 23. Duty on UK merging company to provide information

      2. 24. Complaint of failure to provide information

      3. 25. The special negotiating body

      4. 26. Composition of the special negotiating body

      5. 27. Complaint about establishment of special negotiating body

    3. CHAPTER 3

      NEGOTIATION OF THE EMPLOYEE PARTICIPATION AGREEMENT

      1. 28. Negotiations to reach an employee participation agreement

      2. 29. The employee participation agreement

      3. 30. Decisions of the special negotiating body

      4. 31. Decision not to open or to terminate negotiations

      5. 32. Complaint about decisions of special negotiating body

    4. CHAPTER 4

      ELECTION OF UNITED KINGDOM MEMBERS OF THE SPECIAL NEGOTIATING BODY

      1. 33. Ballot arrangements

      2. 34. Conduct of the ballot

      3. 35. Representation of employees

    5. CHAPTER 5

      STANDARD RULES OF EMPLOYEE PARTICIPATION IN A UK TRANSFEREE COMPANY

      1. 36. Merging Companies may select standard rules of employee participation

      2. 37. Application of the standard rules

      3. 38. The standard rules of employee participation

      4. 39. Limit on level of employee participation

      5. 40. Subsequent domestic mergers

    6. CHAPTER 6

      CONFIDENTIAL INFORMATION

      1. 41. Duty of confidentiality

      2. 42. Withholding of information by the transferee or merging company

    7. CHAPTER 7

      PROTECTION FOR EMPLOYEES AND MEMBERS OF SPECIAL NEGOTIATING BODY, ETC.

      1. 43. Right to time off for members of special negotiating body, etc.

      2. 44. Right to remuneration for time off under regulation 43

      3. 45. Right to time off: complaints to employment tribunals

      4. 46. Unfair dismissal of employee

      5. 47. Unfair dismissal of member of special negotiating body, etc.

      6. 48. Subsidiary provisions relating to unfair dismissal

      7. 49. Detriment

      8. 50. Detriment for member of special negotiating body, etc.

      9. 51. Detriment: enforcement and subsidiary provisions

      10. 52. Conciliation

    8. CHAPTER 8

      COMPLIANCE AND ENFORCEMENT

      1. 53. Disputes about operation of an employee participation agreement or the standard rules of employee participation

      2. 54. Misuse of procedures

      3. 55. Penalties

      4. 56. Exclusivity of remedy

    9. CHAPTER 9

      MISCELLANEOUS

      1. 57. CAC proceedings

      2. 58. Appeal Tribunal: location of certain proceedings under these Regulations

      3. 59. Appeal Tribunal: appeals from employment tribunals

      4. 60. ACAS

      5. 61. Restrictions on contracting out: general

      6. 62. Restrictions on contracting out: Chapter 7 of this Part

      7. 63. Amendments to the Employment Act 2002

      8. 64. Amendments to the Employment Appeal Tribunal Rules 1993

  5. PART 5

    AMENDMENTS TO LEGISLATION ON INSOLVENCY

    1. 65. Insolvency Act 1986

    2. 66. Insolvency (Northern Ireland) Order 1989

    1. SCHEDULE 1

      Transitional modifications where provisions of Companies Act 2006 not in force

    2. SCHEDULE 2

      Application of the Regulations in relation to Northern Ireland

Go to Explanatory Note

The Secretary of State is a Minister designated for the purposes of section 2(2) of the European Communities Act 1972(1) in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation(2) and measures relating to employment rights and duties(3).

In exercise of the powers conferred by section 2(2) of that Act and sections 1102(2), 1105(2)(d) and 1106(2) of the Companies Act 2006(4) the Secretary of State makes the following Regulations:

(1)

1972 c.68. The enabling powers of section 2(2) were extended by virtue of the amendment of section 1(2) by section 1 of the European Economic Area Act 1993 (c.51). Back [1]

(2)

S.I. 2007/193. Back [2]

(3)

S.I. 2000/738. Back [3]

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