The Companies (Cross-Border Mergers) Regulations 2007

1Citation and commencement

2Meaning of “cross-border merger”

3Interpretation

4The Companies Act 2006

5Unregistered companies

PART 2PRE-MERGER REQUIREMENTS

6Court approval of pre-merger requirements

7Draft terms of merger

8Directors' report

9Independent expert's report

9ACircumstances in which independent expert’s report not required

10Inspection of documents

11Power of court to summon meeting of members or creditors

12Public notice of receipt of registered documents

12APublication of draft terms of merger on company website

13Approval of members in meeting

14Approval of creditors in meeting

15Documents to be circulated or made available

PART 3COURT APPROVAL OF CROSS-BORDER MERGER

16Court approval of cross-border merger

17Consequences of a cross-border merger

18Copy of order to be provided to members

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

20Obligations of transferee company with respect to articles etc

21Notification of registration

PART 4EMPLOYEE PARTICIPATION

CHAPTER 1APPLICATION OF THIS PART

22Application of this Part

CHAPTER 2MERGING COMPANIES AND THE SPECIAL NEGOTIATING BODY

23Duty on merging company to provide information

24Complaint of failure to provide information

25The special negotiating body

26Composition of the special negotiating body

27Complaint about establishment of special negotiating body

CHAPTER 3NEGOTIATION OF THE EMPLOYEE PARTICIPATION AGREEMENT

28Negotiations to reach an employee participation agreement

29The employee participation agreement

30Decisions of the special negotiating body

31Decision not to open or to terminate negotiations

32Complaint about decisions of special negotiating body

CHAPTER 4ELECTION OF UNITED KINGDOM MEMBERS OF THE SPECIAL NEGOTIATING BODY

33Ballot arrangements

34Conduct of the ballot

35Representation of employees

CHAPTER 5STANDARD RULES OF EMPLOYEE PARTICIPATION IN A UK TRANSFEREE COMPANY

36Merging Companies may select standard rules of employee participation

37Application of the standard rules

38The standard rules of employee participation

39Limit on level of employee participation

40Subsequent domestic mergers

CHAPTER 6CONFIDENTIAL INFORMATION

41Duty of confidentiality

42Withholding of information by the transferee or merging company

CHAPTER 7PROTECTION FOR EMPLOYEES AND MEMBERS OF SPECIAL NEGOTIATING BODY, ETC.

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

44Right to remuneration for time off under regulation 43

45Right to time off: complaints to employment tribunals

45AExtension of time limit to facilitate conciliation before institution of proceedings

46Unfair dismissal of employee

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

48Subsidiary provisions relating to unfair dismissal

50Detriment for member of special negotiating body, etc.

51Detriment: enforcement and subsidiary provisions

CHAPTER 8COMPLIANCE AND ENFORCEMENT

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

54Misuse of procedures

56Exclusivity of remedy

CHAPTER 9MISCELLANEOUS

57CAC proceedings

58Appeal Tribunal: location of certain proceedings under these Regulations

59Appeal Tribunal: appeals from employment tribunals

61Restrictions on contracting out: general

62Restrictions on contracting out: Chapter 7 of this Part

63Amendments to the Employment Act 2002

64Amendments to the Employment Appeal Tribunal Rules 1993

PART 5AMENDMENTS TO LEGISLATION ON INSOLVENCY

65Insolvency Act 1986

66Insolvency (Northern Ireland) Order 1989

SCHEDULE 1Transitional modifications where provisions of Companies Act 2006 not in force

1Regulation 3(1)

3Regulations 7 and 20

5Regulations 12 and 19

SCHEDULE 2Application of the Regulations in relation to Northern Ireland

1Regulations 24, and 33 shall apply in relation to any...

2Regulation 27 shall apply in relation to any application by—...

3Regulation 32 shall apply in relation to a complaint by—...

4Regulation 41 shall apply in relation to a recipient to...

5Where there is a dispute to which paragraph (2) of...

6Regulation 45 shall apply in relation to a complaint by...

6AIn regulation 45A— (a) in paragraph (1)(a) for the words...

7Regulation 46 shall apply in relation to any Northern Ireland...

8For regulation 48 there shall be substituted the following regulation—...

9Regulation 49 shall apply in relation to any Northern Ireland...

10Regulation 51 shall apply in relation to a Northern Ireland...

11For regulation 52 there shall be substituted— In Article 20 of the Industrial Tribunals (Northern Ireland) Order...

12(1) Regulation 53 shall apply in relation to a complaint...

13(1) Regulation 54 shall apply in relation to a complaint...

14Regulation 56 shall have effect as if the reference to...

15Regulation 57 shall have effect as if for the heading...

16Regulation 60 shall have effect as if for the heading...

17Regulation 61 shall apply in relation to any agreement on...

18(1) Regulation 62 shall apply in relation to any Northern...

19Regulation 63 shall have effect as if for the heading...

20For any reference in these Regulations to a provision of...

21For the purposes of this Schedule— “Industrial Court” means the...

2007 No. 2974

COMPANIES

The Companies (Cross-Border Mergers) Regulations 2007 (revoked)F1

Made15th October 2007

Laid before Parliament16th October 2007

Coming into force15th December 2007

F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annotations:

Amendments (Textual)

F1

Regulations revoked (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), regs. 2, 5(a); 2020 c. 1, Sch. 5 para. 1(1)