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Cross-Border Mergers Regulations meaning

What does Cross-Border Mergers Regulations mean?
A term used in UK corporate practice for the statutory regime that allowed a UK limited liability company to merge with an EEA company via a court‑sanctioned cross‑border merger. It referred to the Companies (Cross‑Border Mergers) Regulations 2007 (SI 2007/2974), which implemented Directive 2005/56/EC (later codified in Directive (EU) 2017/1132). The regime set out procedures for merger by absorption, by formation of a new company, or by absorption of a wholly owned subsidiary, with publication, creditor protection, employee participation and a pre‑merger certificate, ending with court approval (High Court in England and Wales and in Northern Ireland; Court of Session in Scotland). Following the end of the brexit implementation period on 31 December 2020, the UK Regulations were revoked and the EU cross‑border merger procedure is no longer available to UK companies. The expression now arises mainly in historic transactions, due diligence and disputes, and when considering post‑Brexit structuring alternatives (for example, asset/business transfers, share‑for‑share exchanges and schemes of arrangement under Part 26/26A Companies Act 2006). In Ireland, the European Communities (Cross‑Border Mergers) Regulations 2008 (as amended) continue to implement the EU cross‑border merger regime, so the term denotes a live statutory process for EEA limited liability companies.
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View the related Checklists about Cross-Border Mergers Regulations

CHECKLISTS
Companies (Cross-Border Mergers) Regulations 2007 (archived): pre-Brexit timetable, court and Registrar process, shareholder/creditor approvals, and employee participation; revoked post-Brexit

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,...

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CHECKLISTS
Companies Act 2006 applied to LLPs: section-by-section checklist of modified provisions and SI cross-references (UK)

Checklist For limited liability partnerships (LLPs), most applicable rules stem from adapted company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (the 2009 Regulations) apply numerous provisions of the Companies Act 2006 (CA 2006) to LLPs, with suitable modifications. The 2009 Regulations also extend Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. Further, the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (the 2008 Regulations) apply CA 2006 requirements on accounts and audit to LLPs, again with appropriate amendments. This checklist outlines the CA 2006 provisions that are applied to LLPs under these regulations...

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NEWS
UK competition law: DMCCA water mergers consequential amendments; CMA sports broadcasting investigation; SAU hydrogen CCUS review; Supreme Court refusals (Cérélia, DAF); NSI order on Harbour Energy/BASF—31 July 2024

Mergers Government publishes The Digital Markets, Competition and Consumers Act 2024 (Water Mergers) (Consequential Amendments) Regulation 2024 The Digital Markets, Competition and Consumers Act 2024 (Water Mergers) (Consequential Amendments) Regulation 2024 (the Regulations) (SI 2024/840) have been issued, accompanied by an explanatory memorandum. These Regulations deliver technical updates to the Water Mergers (Modification of Enactments) Regulations 2004 (SI 2004/3202) (the 2004 Regulations), prompted by Royal Assent to the Digital Markets, Competition and Consumers Act 2024 (DMCCA). The aim is to prevent the 2004 Regulations from cross-referring to wording in the Enterprise Act 2002 that has since been removed or no longer matches the current text. Under the Water Industry Act 1991, Part 3 of the Enterprise Act 2002—containing the principal statutory framework governing mergers—applies to mergers between water and sewerage businesses in England and Wales, subject to the modifications specified in the 2004 Regulations. The new Regulations revise those modifications so that they align with the amendments to Part 3 of the Enterprise Act made by Schedule 6...

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NEWS
UK pensions: Lords’ LGPS reforms scrutiny; IHT extended to pensions; FAS/PPF pre-1997 indexation campaign; LGPS Advisory Board urges phased implementation; DWP to refine lump-sum tax rules

In this issue: Pension Schemes Bill Taxation of pensions Public sector pension schemes Daily and weekly news alerts Dates for your diary Trackers Pension Schemes Bill Pensions Schemes Bill makes progress during early stage of Grand Committee examination despite strong reservations on LGPS reforms On 12 January 2026, the House of Lords Grand Committee (Grand Committee) commenced its line-by-line review of the Pension Schemes Bill. The first sitting centred on Chapter 1, dealing with the Local Government Pension Scheme (LGPS), with particular attention to Clause 1 (asset pool companies) and Clause 2 (asset management). In the event, all amendments discussed that day were withdrawn, and both clauses were formally approved without alteration, after detailed discussion on the day. Even so, the exchanges exposed broad, cross-party anxiety over the scope of ministerial powers, the dependence on delegated legislation, the safeguarding of fiduciary duty, and how far Ministers might shape pension investment. On 14 January 2026, the Grand...

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NEWS
EU law this week: competition, state aid, data protection, employment, financial services (EMIR 3, MiCA), energy, environment, insurance, life sciences, TMT and trade—5 December 2024

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...

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View the related Practice Notes about Cross-Border Mergers Regulations

PRACTICE NOTES
Guide to setting up a representative office in Thailand: regulatory authorisation, permitted activities, registration, capital, tax and ongoing obligations

This Practice Note forms part of a multi-jurisdictional guide outlining essential aspects of establishing specific business entities across global jurisdictions. Leading law firms in the Multilaw worldwide network respond to key questions on this topic. This edition sets out principal considerations when creating a representative office in Thailand. Current as at 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm. Common entities Which entity type is addressed here, and which other commonly used forms are covered in separate responses? This response concerns the representative office. The public limited company and the private limited company are discussed in distinct responses. Identify other entity types that exist in this jurisdiction but are not covered at this time: Regional office Limited liability partnership General principles What is the principal source of law authorising this entity? Regulations of the Office of the Prime Minister B.E....

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PRACTICE NOTES
Guide to Burkina Faso and WAEMU merger control for cross-border transactions: voluntary, non-suspensory, no thresholds; decisive influence test; JV scope; timelines; penalties; sector regulators

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,...

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PRACTICE NOTES
China: Limited liability company (LLC) – incorporation, governance, capital, equity transfers, compliance, filings and tax

This Practice Note is part of a cross‑jurisdictional guide that covers key facets of forming specific business entities across global jurisdictions. Member firms within the Multilaw network supply responses to the core questions. This edition sets out the main considerations when establishing a limited liability company in China. Current as at 8 September 2025. Authors: Lixin Cui and Henry Shi, JunHe LLP, a Multilaw member firm. Common entities The subject of this questionnaire is the limited liability company (LLC). Other entity types that exist in this jurisdiction but are not covered here include: Partnership Company limited by shares Financial institution, and Non-profit organisation General principles Main legal authority: company law, foreign investment law, and other applicable laws and regulations. Brief overview of the entity: Separate legal personality-an LLC is a distinct legal person Maximum period of ...

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