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A belated note for the
Court of Appeal decision
Easynet Global Services Ltd, Re [2018] EWCA Civ 10, on appeal from
[2016] EWHC 2681 (Ch). Handed down last month, the principal question was whether the
Companies (Cross-Border Mergers) Regulations 2007 applied to a merger involving UK companies and a single Dutch company. The Dutch company was dormant and had never traded, but its inclusion meant that the merger would be a cross-border merger for the purposes of the Regulations (the Regulations implementing the
Cross-Border Mergers Directive 2005/56/EC).
At first instance, the trial judge,
Birss J., held that the merger did not fall within the Regulations. The cross-border character of the proposed merger was, in his view, "only the result of a device" (para. [20]). The Court of unanimously disagreed: the proposed merger constituted a cross-border merger within the scope of the 2005 Directive and Regulations and did not involve any abuse of law.
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