Ireland · Schemes of arrangement, mergers and divisions

A merger of private companies: the common draft terms, the reports, the meetings and the order

the Companies Act 2014 · sections 464 to 471, 473, 474, 476, 477, 479 and 480

A merger may not be put into effect except under the Summary Approval Procedure and the appropriate provisions of the Chapter, or under the other route the Chapter allows (section 464(1)). Companies that agree the commercial terms and then look for the procedure have already lost time, because the route chosen changes which steps are required and which are excluded. Where the Summary Approval Procedure is used, compliance with section 470(1) and (2) is not required in the case section 470(4)(a) describes.

The 30-day rule appears twice and both instances bite. The expert's report must be made available not less than 30 days before the date on which the resolution referred to in section 202(1)(a)(ii) or 473 is passed (section 468(7)). Separately, the documents to which section 471(1) applies must be available in each merging company for a period of 30 days before the date of the passing of the relevant resolution (section 471(3)). Two separate availability periods have to be diarised, not one.

Sections 464 to 467 set what a merger is, the common draft terms and the directors' explanatory report. Sections 468 and 469 set the expert's report and the merger financial statement. Where the latest statutory financial statements of any merging company relate to a financial year ended more than 6 months before the date of the common draft terms, a merger financial statement is required (section 469(1)).

Sections 470, 471, 473 and 474 govern registration, publication, inspection of documents and the general meetings. The subsequent steps may not be taken unless the common draft terms have been approved by the resolution section 473(2) requires, subject to section 473(6). Sections 476, 477, 479 and 480 govern the position of minority shareholders and the court's confirmation order. Where a minority shareholder makes a request under section 476(1), the successor company must purchase those shares at a price determined in the manner section 476(2) sets.

Working files 71, 72, 73 and 74 of the IE-COMPANY agent toolkit cover this situation. Working file 71 works through the common draft terms and the directors' explanatory report. Working file 72 works through the expert's report and the merger financial statement, including whether the 6-month test in section 469(1) is met. Working file 73 works through registration, publication, the inspection period and the general meetings. Working file 74 works through minority shares and the court's confirmation order.

• Working file 71 · Mergers: the common draft terms and the directors' explanatory report
• Working file 72 · Mergers: the expert's report and the merger financial statement
• Working file 73 · Mergers: registration, publication, inspection of documents and general meetings
• Working file 74 · Mergers: minority shares and the court's confirmation order

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• Schemes of arrangement and buying out dissenting shareholders
• A division of a private company

The Irish library holds all 75 situations →