Introduction

1. The Cross-border Merger Directive has been implemented in the United Kingdom by the Companies (Cross-border Mergers) Regulations 2007. These regulations are made by the Secretary of State for Business Enterprise and Regulatory Reform using powers conferred by section 2(2) of the European Communities Act 1972 and sections 1102(2), 1105(2)(d) and 1106(2) of the Companies Act 2006. The Regulations amend the Employment Rights Act 1996, the Employment Act 2002, the Employment Tribunals Act 1996, the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989, and apply various provisions of the Companies Act 2006 in order to implement the Directive. The regulations came into force on 15 December 2007 and contain, in regulation 4(6) and Schedule 1, transitional provisions to deal with those sections of the Companies Act 2006 which had not yet come into force on that date. In this report it is assumed that the Companies Act 2006 is fully in force.

Scope of the new rules

2. The new rules on cross-border mergers apply to mergers involving a ‘UK Company’ or an unregistered company (regulations 2 and 5 of SI 2007/2974).

3. A ‘UK Company’ is one meeting the definition of a company in section of the Companies Act 2006, other than a company limited by guarantee which has no share capital.