Statutory Mergers Under Jersey Law

Overview

Under Jersey law, two or more companies can combine, or 'merge', into a single entity, with all assets and liabilities of each merging company automatically becoming those of the surviving merged entity. The Companies (Jersey) Law 1991 (the "Law") provides flexibility as to how mergers are structured and also includes a simplified process for merging affiliated companies, which is often used in group reorganisations or rationalisations.

A merger under the Law may help to avoid potential inefficiencies and tax disadvantages which can result from alternative approaches (such as transferring assets and winding up entities) and requires a lower level of shareholder acceptance than acquisitions which are undertaken by scheme of arrangement or 'squeeze-out', for example.