Merger by formation of a new company meaning

A merger by formation of a new company is where two or more companies combine by transferring all assets and liabilities to a newly incorporated transferee company set up for the merger. The shareholders of the transferor companies receive securities in the new company (with or without a cash element) and the transferor companies are dissolved without winding up. This is a defined form of statutory merger in EU‑derived regimes. In the UK, it existed only for EEA cross‑border mergers under the Companies (Cross‑Border Mergers) Regulations 2007, now revoked; the term is therefore encountered mainly in historic or transitional UK matters. The UK has no equivalent general domestic company merger procedure. In Ireland, the concept remains in force: it is provided for in domestic mergers under the Companies Act 2014 (Part 9, Chapter 3) and in cross‑border mergers under Ireland’s implementing regulations for Directive (EU) 2019/2121. Key legal features typically include universal succession of assets and liabilities to the new company, issue of consideration securities to the members of the transferor companies, employee and creditor protection measures, and court or administrative approval. Usage and core effects are broadly consistent across England & Wales, Scotland and Northern Ireland (historically) and Ireland (currently), subject...