Walker Morris advises Aequitas in relation to a cross border merger

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Corporate solicitors from Walker Morris have provided legal advice in relation to the cross border merger of Aequitas WBL Ltd. (an English company) and Aequitas WBL GmbH (a German company). In this case the English company acted as a management company to the German business and owned a minority shareholding in the German company. The cross-border merger was implemented to simplify the corporate governance of the German company and required the sanction of the English court in accordance with the European Cross-Border Mergers Directive.

Following the approval of the cross border merger by the English court, the merger by absorption took effect upon the German commercial court in Hannover entering the merger into its commercial register. At that date the English company ceased to exist and its assets and liabilities transferred to the German company. At this point the shareholders of the English company were also issued shares in the German company in consideration for the merger.

The Walker Morris team comprised Oliver Duke. Walker Morris also instructed counsel, Andrew Thornton of Erskine Chambers, with regards to the court hearings for the cross border merger.

Oliver Duke, solicitor at Walker Morris, commented:

“There have now been a number of cross border mergers involving our jurisdiction but the lack of a formal merger regime means, other than in accordance with these regulations, a ‘true merger’ remains a foreign concept to English law. We are pleased to have achieved this tax efficient merger for the Aequitas business and to have helped them through this process.”

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