The Companies (Cross-Border Mergers) Regulations 2007 applies to three types of mergers:

  • Merger by absorption where one or more companies in European Economic Area (EEA) states are absorbed by companies in another EEA state
  • Merger by absorption of a wholly owned subsidiary where an EEA company absorbs subsidiaries in another EEA state
  • Merger by formation of a new company, where a new company absorbs two or more companies in different EEA states

For U.S. perspectives, it’s important to note that in all of these cases, the absorbing company need not be the parent. For example, a subsidiary of a U.S. company incorporated in any EEA state could use the regulations to merge with any number of subsidiaries in other EEA states to create a single EU-wide subsidiary of the U.S. parent.