The Court of Appeal today handed down its judgment on the first case to be heard in the Court of Appeal on the operation of the Cross Border Mergers Regulations 2007 (the CMBR”) in Easynet Global Services Ltd HERE.
In the Companies Court Birss J had held that a proposed merger between several of the Easynet group of companies (including a Dutch subsidiary) was a “device” such that it fell outside of the scope of the CBMR and Cross-Border Mergers Directive 2005/56/EC. He refused to sanction the proposed merger.
The judgment of Birss J has been criticised in the legal press as causing uncertainty. The company appealed to the Court of Appeal.
The Court of Appeal invited the Secretary of State for Business Energy and Industrial Strategy to intervene. Katherine Apps was instructed by the Government Legal Department for the Secretary of State.
The judgments of the Court of Appeal set out guidance as to how the Companies Court should approach applications for approval of cross border mergers under the CBMR in future.The Court of Appeal accepted the submissions of the Secretary of State.
In summary, the Court of Appeal held that:
The Court of Appeal did not consider the position in the future post Brexit. 39 Essex barristers would be happy to assist.