The Companies (Mergers and Divisions) Regulations 1987
These Regulations implement Council Directive No. 78/855/EEC concerning mergers of public limited liability companies (OJ No. L295, 20.10.1978, p. 36) and Council Directive No. 82/891/EEC concerning the division of public limited liability companies (OJ No. L378, 31.12.1982, p. 47). The mergers and divisions in question involve the transfer of the undertaking, property and liabilities of public companies (“transferor companies”) to other public companies or, in some cases, companies (whether or not public) formed for the purpose of the merger or division (“transferee companies”) in exchange for shares in the transferee companies receivable by shareholders of the transferor companies with or without an additional cash payment. These mergers and divisions may take place in the United Kingdom by means of compromises or arrangements governed by sections 425 to 427 of the Companies Act 1985. These Regulations amend the Companies Act 1985 by inserting a new section 427A and a new Schedule 15A. The new section provides that in the case of the mergers and divisions described in it sections 425 to 427 shall have effect subject to the provisions of that section and of Schedule 15A.