Cross-border merger meaning

NOTE: This archived timetable outlines the usual sequence for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297, before those regulations were revoked at the end of the Brexit implementation period... Background The European framework governing combinations between companies in different EEA member states stems from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK gave effect to the Directive through The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as subsequently amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (together, the Cross-Border Mergers Regulations). Beyond setting out a merger mechanism, the Cross-Border Merger Regulations also regulate employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) applies in the usual manner and on the normal basis where at least one party to the merger falls within the Code’s scope. The Takeover Panel (Panel) has issued a practice statement offering practical guidance on how the Code operates in cross-border merger scenarios. For more detailed information,...

The European Commission’s determination on whether buyers depend on domestic packaging suppliers, or whether the arena is EEA‑wide, will dictate if the merger triggers competition issues for regulators evaluating cross‑border supply dynamics. In earlier probes, the watchdog has increasingly suggested the market is heading clearly towards the latter as the prevailing direction of travel in recent years. Folding cartons are a form of cardboard pack used for everything from beer bottles and frozen pizzas to tobacco and medicines across consumer sectors. How straightforward the parties’ route to clearance proves could also rest on whether officials see a single cartons market, or one divided by end use and application. Ireland’s paper packaging group Smurfit Kappa and US competitor WestRock agreed last September to combine in an US$11bn transaction they say will forge a “global leader in sustainable packaging.” They have not yet filed with the Commission, but have indicated they expect to close in the second quarter of this year. When unveiling the tie‑up last year, the firms called it “geographically...

Antitrust Commission fines České dráhy and ÖBB €48.7m for collective boycott The Commission has adopted an infringement decision against České dráhy (ČD) and Österreichische Bundesbahnen (ÖBB) for conspiring to stop the newcomer RegioJet from obtaining second-hand wagons, thereby curbing competition in the passenger rail market. Penalties amounting to €48.7m were imposed on both companies. As ÖBB cooperated with the Commission under the 2006 Leniency Notice, it benefited from a 45% reduction in its fine. RegioJet entered the long-distance rail passenger market in Czechia in 2011. To challenge ČD and ÖBB, it primarily depended on used coaches. The investigation concluded that, between 2012 and 2016, ČD and ÖBB coordinated to preserve their market position and obstruct RegioJet’s growth both within Czechia and on the cross-border Prague–Vienna route, in breach of Article 101 TFEU. In particular, the two operators aligned their conduct in sales processes for used ÖBB long-distance passenger wagons to stop RegioJet purchasing them. ÖBB’s stock was especially significant for RegioJet due to its quality and modern...

In this issue: Competition and state Data protection and cybersecurity Free movement, immigration and employment Financial services Energy Environment Insurance and reinsurance Life sciences Regulatory TMT International trade LexTalk®EU Law: a Lexis®Nexis community Daily and weekly news alerts New and updated content Trackers Competition and state Mergers-Commission withdraws Article 22 guidance The Commission has rescinded its 2021 communication that offered direction on the application of the Article 22 EUMR referral mechanism to particular categories of cases (the Guidance). Following a review of the EUMR’s turnover-based jurisdictional thresholds, the Commission issued the Guidance in March 2021, outlining a revised approach to Article 22. This approach permitted any Member State to invite the Commission to scrutinise a merger without an EU dimension where it nonetheless (i) affects trade within the Single Market and (ii) threatens to significantly affect competition within the territory of the Member State(s) making the request. See...

1. Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Burkina Faso? Law No. 016-2017/AN on the Organisation of Competition in Burkina Faso was enacted on 27 April 2017 (the Competition Law), superseding the earlier Act. The Competition Law aligned the roles of national and regional competition bodies and raised sanctions for breaches of competition rules. The National Commission of Competition and Consumption (Commission Nationale de la Concurrence et de la Consommation) (NCCC) serves as Burkina Faso’s regulator and is tasked with enforcing the Competition Law. To our knowledge, there have been no recent changes to the regime, and no updates are expected over the next year. Likewise, there are no ‘hot’ merger control issues currently identified in Burkina Faso. Burkina Faso is also a member of the West African Economic and Monetary Union (Union Economique et Monétaire Ouest Africaine) (WAEMU) and remains subject to WAEMU competition rules and regulations,...

1. What is the applicable legislation? Foreign investment control in Germany is chiefly regulated by: Foreign Trade and Payments Act (Außenwirtschaftsgesetz—AWG) Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung—AWV) The AWG sets out the core framework for screening, covering the legal and procedural consequences of reviews, relevant deadlines, and penalties for violations. The AWV operationalises the AWG, notably specifying which categories of investments are generally reviewable and which face tighter scrutiny. Although both the AWG and AWV have undergone substantial reform in recent years, the AWV is revised more often, as the Federal Government may implement changes without parliament. The latest AWV amendment was adopted in December 2022. In practice, the Act on the Federal Office for Information Security (Gesetz über das Bundesamt für Sicherheit in der Informationstechnik—BSIG) and its subordinate Ordinance on the Identification of Critical Infrastructure (Verordnung zur Bestimmung Kritischer Infrastrukturen—BSI-KritisV) also play a significant role in identifying critical infrastructure that triggers mandatory filings under the AWG and AWV....

A conversation with Diego Peralta Valenzuela, partner, and Vesna Camelio Ursic, senior associate, from Carey y Cía. Limitada on key issues regarding foreign direct investment (FDI) control in Chile 1. What is the applicable legislation? Chile’s equity foreign investment framework is principally shaped by two instruments: Chapter XIV of the Compendium of Foreign Exchange Regulations of the Central Bank of Chile (Compendium of Foreign Exchange Regulations) Law No. 20,848 The Compendium of Foreign Exchange Regulations-promulgated by the Central Bank of Chile under the authority granted by its Constitutional Organic Law-sets out the overarching rules for foreign exchange dealings. These provisions are binding on entities within the Formal Exchange Market (as defined by the Central Bank’s Constitutional Organic Law). The Compendium also extends to non-bank entities, including natural persons, and imposes certain constraints on significant cross-border exchange operations that affect Chile’s balance of payments and capital account. In particular, it mandates that designated transactions be notified in writing to the Central Bank...

Notice designating an Early Termination Date following an Event of Default [ Insert Lead-In Language ] An Event of Default under the Agreement has arisen with respect to you in relation to: Section 5(a)(i) (Failure to Pay or Deliver) Section 5(a)(ii) (Breach of Agreement) Section 5(a)(iii) (Credit Support Default) Section 5(a)(iv) (Misrepresentation) Section 5(a)(v) (Default under Specified Transaction) Section 5(a)(vi) (Cross Default) Section 5(a)(vii) (Bankruptcy) Section 5(a)(viii) (Merger Without Assumption) The particulars of the Event of Default are set out below: [ Insert description of the relevant Event of Default, see Exhibits to this template notice for examples of descriptions of different Events of Default under the Agreement ] Where Bankruptcy has occurred and Automatic Early Termination applies: Automatic Early Termination has been specified as applicable to you in the Schedule to the Agreement, and the circumstances described above constitute an Event of Default under Section 5(a)(vii) [ (1)/(3)/(4)/(5)/(6) ] [ or, to the extent...

Notice designating an Early Termination Date following a Credit Event Upon Merger/Additional Termination Event/Tax Event Upon Merger where Burdened Party is not Affected Party [ Insert Lead-in Language ] We hereby give notice of the following circumstances: [ Provide, to a reasonable level of detail, the facts and context that result in the Credit Event Upon Merger/Additional Termination Event/Tax Event Upon Merger where the Burdened Party is not the Affected Party, and specify the Affected Transactions. Your explanation should be sufficiently thorough and expressly connected to the relevant wording of Section 5(b) or the Additional Termination Event provisions so that the counterparty can reasonably be expected to understand the basis for your determination ]...

Notice designating an Early Termination Date following an Event of Default [ Insert Lead-In Language ] An Event of Default under the Agreement has arisen with respect to you under one or more of the following provisions: Section 5(a)(i) (Failure to Pay or Deliver) Section 5(a)(ii) (Breach of Agreement; Repudiation of Agreement) Section 5(a)(iii) (Credit Support Default) Section 5(a)(iv) (Misrepresentation) Section 5(a)(v) (Default under Specified Transaction) Section 5(a)(vi) (Cross Default) Section 5(a)(vii) (Bankruptcy) Section 5(a)(viii) (Merger Without Assumption) The particulars of the Event of Default appear below: [ Insert description of the relevant Event of Default, see Exhibits to this template notice for examples of descriptions of different Events of Default under the Agreement ] If Bankruptcy has occurred and Automatic Early Termination applies: Automatic Early Termination is specified as applicable to you in the Schedule to the Agreement, and the circumstances outlined above amount to an Event of Default under Section 5(a)(vii) [...