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ARTICLE · 03 JULY 2012

Cross Border Mergers

Dillon Eustace
Dillon Eustace
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A cross-border merger may be effected in one of three ways, as follows: (i) Merger by absorption, whereby an existing company acquires all the assets and liabilities of its wholly owned subsidiary.

IrelandCorporate/Commercial Law
Adrian Benson
Adrian Benson
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Introduction

Directive 2005/56/EC (the "CBM Directive") (implemented in Ireland on 27 May, 2008 by the European Communities (Cross-Border Mergers) Regulations, 2008 (the "CBM Regulations")) provides a harmonised platform for mergers within the European Economic Area ("EEA"). The CBM Regulations permit an Irish limited liability company (other than a company that is limited by guarantee) to be party to a cross-border merger with another such entity registered in an EEA member state.

How to Effect a Cross-Border Merger

A cross-border merger may be effected in one of three ways, as follows: (i) Merger by absorption, whereby an existing company acquires all the assets and liabilities of its wholly owned subsidiary. On being dissolved and without going into liquidation, the subsidiary transfers all of its assets and liabilities to its parent. (ii) Merger by acquisition, whereby a company (other than a company formed for the purpose of the operation) acquires all

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