In the first ‘reverse cross border merger’, a UK company (Formenta Limited), has been ‘absorbed’ by a European-based subsidiary (Newco Immobiliare S.R.L) in a legal first that is set to be copied by companies with pan-European corporate structures responding to the UK’s vote to leave the EU. The merged entity will be known as (Newco Immobiliare S.R.L).
The ‘reverse cross-border merger’ was completed by Liza Zucconi, a Partner in city firm Silverman Sherliker’s Corporate team and Head of the Italian Desk, instructed by and in collaboration with Avvocato Emanuele Bosia, at Gianni, Origoni, Grippo, Cappelli & Partners and Philipp Simon, Barrister at Ely Place Chambers, in accordance with The Companies (Cross-Border Mergers) Regulations 2007.
The final procedure involved a Hearing in the High Court, Queens Bench Division before Registrar Jones in the Companies Court. On Liza’s instructions, Philipp successfully argued that such a merger should be permitted. Gianni, Origoni, Grippo, Cappelli & Partners further added their interpretation of how the Italian procedure should be applicable when interpreting the Directive.
Liza Zucconi said: ‘In the light of Brexit, EU Cross-Border Mergers have significantly gained importance when it comes to considering the future of pan-European corporate structures.’
Emanuele Bosia commented: ‘The position of the High Court, which showed commercial understanding and endorsed a more European approach that seems to be emerging from Brexit, is of remarkable interest.’
Philipp Simon added: ‘With the legal position now established, this is likely to be the first of many such mergers, as businesses respond to the legal and commercial uncertainties of Brexit.’
(Source: Silverman Sherliker)