Jurisdiction(s):
Ireland

Ireland: High Court practice, practicalities and timelines for cross-border mergers under the 2023 Mobility Regulations

Published on: 27 September 2024

Published by a Law360 reporter

Legal News

Article summary

The inaugural cross-border merger (CBM) between Autodesk Global Holdings Ltd. and Autodesk Development BV, carried out under the transposing SI No. 233/2023 European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (Ireland), commonly called the mobility regulations, came into force in July 2023. Considered alongside several further CBMs over the past 18 months, that transaction has shed more light on how the Irish High Court approaches these applications. To recap, the framework permits Irish limited liability companies to engage in cross-border conversions, mergers and divisions with other European Economic Area limited liability companies, in line with the mobility regulations. Those mobility regulations have repealed the earlier Irish regime on EU cross-border mergers that had applied since 2008, and have set out fresh procedures for CBMs concerning Irish companies. They also created a so‑called cross-border conversion route, enabling Irish limited liability companies to move to another member state by operation of law, and brought in new provisions on divisions of limited liability companies. Although the more innovative conversions and divisions have reached the Irish courts, it is no surprise that the most frequent applications so far remain the more conventional CBMs. Accordingly, this article will address these themes in greater detail...

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