Companies Act 2006 (c. 46)

Part 27 U.K. Mergers and divisions of public companies

Modifications etc. (not altering text)

C1 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

C3 Pt. 27 applied (6.4.2008) by S.I. 2001/1228, Sch. 6 paras. 5, 6 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 223(4) (with arts. 6, 11, 12))

C4 Pt. 27 applied (6.4.2008) by 2000 c. 8, s. 105(5) (as substituted by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 211(1) (with arts. 6, 11, 12))

Chapter 4 U.K. Supplementary provisions

Expert's report and related matters U.K.

935 Expert's report: valuation by another person U.K.

(1) Where it appears to an expert—

(a) that a valuation is reasonably necessary to enable him to draw up his report, and

(b) that it is reasonable for that valuation, or part of it, to be made by (or for him to accept a valuation made by) another person who—

(i) appears to him to have the requisite knowledge and experience to make the valuation or that part of it, and

(ii) meets the independence requirement in section 936,

he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under section 909 or 924.

(2) Where any valuation is made by a person other than the expert himself, the latter's report must state that fact and must also—

(a) state the former's name and what knowledge and experience he has to carry out the valuation, and

(b) describe so much of the undertaking, property and liabilities as was valued by the other person, and the method used to value them, and specify the date of the valuation.

936 Experts and valuers: independence requirement U.K.

(1) A person meets the independence requirement for the purposes of section 909 or 924 (expert's report) or section 935 (valuation by another person) only if—

(a) he is not—

(i) an officer or employee of any of the companies concerned in the scheme, or

(ii) a partner or employee of such a person, or a partnership of which such a person is a partner;

(b) he is not—

(i) an officer or employee of an associated undertaking of any of the companies concerned in the scheme, or

(ii) a partner or employee of such a person, or a partnership of which such a person is a partner; and

(c) there does not exist between—

(i) the person or an associate of his, and

(ii) any of the companies concerned in the scheme or an associated undertaking of such a company,

a connection of any such description as may be specified by regulations made by the Secretary of State.

(2) An auditor of a company is not regarded as an officer or employee of the company for this purpose.

(3) For the purposes of this section—

(a) the “companies concerned in the scheme” means every transferor and existing transferee company;

(b) “associated undertaking”, in relation to a company, means—

(i) a parent undertaking or subsidiary undertaking of the company, or

(ii) a subsidiary undertaking of a parent undertaking of the company; and

(c) “associate” has the meaning given by section 937.

(4) Regulations under this section are subject to negative resolution procedure.

Commencement Information

I1 S. 936 wholly in force at 6.4.2008; s. 936 not in force at Royal Assent, see s. 1300; s. 936 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 936 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(m) (with savings in arts. 7, 12 and subject to Sch. 1 para. 21)

937 Experts and valuers: meaning of “associate” U.K.

(1) This section defines “associate” for the purposes of section 936 (experts and valuers: independence requirement).

(2) In relation to an individual, “associate” means—

(a) that individual's spouse or civil partner or minor child or step-child,

(b) any body corporate of which that individual is a director, and

(c) any employee or partner of that individual.

(3) In relation to a body corporate, “associate” means—

(a) any body corporate of which that body is a director,

(b) any body corporate in the same group as that body, and

(c) any employee or partner of that body or of any body corporate in the same group.

(4) In relation to a partnership that is a legal person under the law by which it is governed, “associate” means—

(a) any body corporate of which that partnership is a director,

(b) any employee of or partner in that partnership, and

(c) any person who is an associate of a partner in that partnership.

(5) In relation to a partnership that is not a legal person under the law by which it is governed, “associate” means any person who is an associate of any of the partners.

(6) In this section, in relation to a limited liability partnership, for “director” read “member”.