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(This note is not part of the Regulations)
The Regulations are made under section 2(2) of the European Communities Act 1972 and come into force on 6th April 2008.
Regulation 2 amends section 909 of the Companies Act 2006(1) and inserts a new section 918A into that Act. It provides an exception to the requirement for producing an independent expert’s report for a merger of a public company if all the shareholders and the holders of other securities giving the right to vote of each of the companies involved in the merger have agreed to dispense with the report. This implements Directive 2007/63/EC amending Council Directives 78/855/EEC and 82/891/EEC as regards the requirement of an independent expert’s report on the occasion of merger or division of public limited liability companies(2).
Regulations 3 and 4 amend sections 914 and 930 of the Companies Act 2006. The amendments bar transferor and transferee companies from being allotted any shares in a transferee company in the course of a merger or division. These provisions amend the implementation in the Companies Act 2006 of Directive 78/855/EEC concerning mergers of public limited liability companies(3) and Directive 82/891/EEC concerning the division of public limited liability companies(4).
A Transposition Note and an Impact Assessment are available from the Company Law and Governance Directorate, Department for Business, Enterprise and Regulatory Reform, Bay 565, 1 Victoria Street, London, SW1H 0ET or on www.berr.gov.uk. Copies have also been placed in the libraries of both Houses of Parliament.
OJ L 300, 17.11.2007, p. 47.
OJ L 295, 20.10.1978, p. 36.
OJ L 378, 31.12.1982, p. 47.
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