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Companies (Cross-Border Mergers) Regulations 2007 [SI 2007 No. 2974]Introductory TextPart 1 General (regs. 1-5)Regulation 1 Citation and commencementRegulation 2 Meaning of "cross-border merger"Regulation 3 InterpretationRegulation 4 The Companies Act 2006Regulation 5 Unregistered companiesPart 2 Pre-merger requirements (regs. 6-15)Regulation 6 Court approval of pre-merger requirementsRegulation 7 Draft terms of mergerRegulation 8 Directors' reportRegulation 9 Independent expert's reportRegulation 9A Circumstances in which independent expert's report not requiredRegulation 10 Inspection of documentsRegulation 11 Power of court to summon meeting of members or creditorsRegulation 12 Public notice of receipt of registered documentsRegulation 12A Publication of draft terms of merger on company websiteRegulation 13 Approval of members in meetingRegulation 14 Approval of creditors in meetingRegulation 15 Documents to be circulated or made availablePart 3 Court approval of cross-border merger (regs. 16-21)Regulation 16 Court approval of cross-border mergerRegulation 17 Consequences of a cross-border mergerRegulation 18 Copy of order to be provided to membersRegulation 19 Copy of order to be delivered to the registrar of companiesRegulation 20 Obligations of transferee company with respect to articles etcRegulation 21 Notification of registrationPart 4 Employee participation (regs. 22-64)Chapter 1 Application of this Part (reg. 22)Regulation 22 Application of this PartChapter 2 Merging companies and the special negotiating body (regs. 23-27)Regulation 23 Duty on merging company to provide informationRegulation 24 Complaint of failure to provide informationRegulation 25 The special negotiating bodyRegulation 26 Composition of the special negotiating bodyRegulation 27 Complaint about establishment of special negotiating bodyChapter 3 Negotiation of the employee participation agreement (regs. 28-32)Regulation 28 Negotiations to reach an employee participation agreementRegulation 29 The employee participation agreementRegulation 30 Decisions of the special negotiating bodyRegulation 31 Decision not to open or to terminate negotiationsRegulation 32 Complaint about decisions of special negotiating bodyChapter 4 Election of United Kingdom members of the special negotiating body (regs. 33-35)Regulation 33 Ballot arrangementsRegulation 34 Conduct of the ballotRegulation 35 Representation of employeesChapter 5 Standard rules of employee participation in a UK transferee company (reg. 36-40)Regulation 36 Merging Companies may select standard rules of employee participationRegulation 37 Application of the standard rulesRegulation 38 The standard rules of employee participationRegulation 39 Limit on level of employee participationRegulation 40 Subsequent domestic mergersChapter 6 Confidential information (regs. 41-42)Regulation 41 Duty of confidentialityRegulation 42 Withholding of information by the transferee or merging companyChapter 7 Protection for employees and members of special negotiating body, etc. (regs. 43-52)Regulation 43 Right to time off for members of special negotiating body, etc.Regulation 44 Right to remuneration for time off under regulation 43Regulation 45 Right to time off: complaints to employment tribunalsRegulation 45A Extension of time limit to facilitate conciliation before institution of proceedingsRegulation 46 Unfair dismissal of employeeRegulation 47 Unfair dismissal of member of special negotiating body, etc.Regulation 48 Subsidiary provisions relating to unfair dismissalRegulation 49 DetrimentRegulation 50 Detriment for member of special negotiating body, etc.Regulation 51 Detriment: enforcement and subsidiary provisionsRegulation 52 ConciliationChapter 8 Compliance and enforcement (regs. 53-56)Regulation 53 Disputes about operation of an employee participation agreement or the standard rules of employee participationRegulation 54 Misuse of proceduresRegulation 55 PenaltiesRegulation 56 Exclusivity of remedyChapter 9 Miscellaneous (regs. 57-64)Regulation 57 CAC proceedingsRegulation 58 Appeal Tribunal: location of certain proceedings under these RegulationsRegulation 59 Appeal Tribunal: appeals from employment tribunalsRegulation 60 ACASRegulation 61 Restrictions on contracting out: generalRegulation 62 Restrictions on contracting out: Chapter 7 of this PartRegulation 63 Amendments to the Employment Act 2002Regulation 64 Amendments to the Employment Appeal Tribunal Rules 1993Part 5 Amendments to legislation on insolvency (regs. 65-66)Regulation 65 Insolvency Act 1986Regulation 66 Insolvency (Northern Ireland) Order 1989Schedule 1 Transitional modifications where provisions of Companies Act 2006 not in forceSchedule 2 Application of the Regulations in relation to Northern IrelandSignatureExplanatory NoteExplanatory Memorandum
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Version status: Revoked | Document consolidation status: Updated to reflect all known changes
Published date: 15 October 2007

Companies (Cross-Border Mergers) Regulations 2007 [SI 2007 No. 2974]

Introductory Text
Part 1 General (regs. 1-5)
Regulation 1 Citation and commencement
Regulation 2 Meaning of "cross-border merger"
Regulation 3 Interpretation
Regulation 4 The Companies Act 2006
Regulation 5 Unregistered companies
Part 2 Pre-merger requirements (regs. 6-15)
Regulation 6 Court approval of pre-merger requirements
Regulation 7 Draft terms of merger
Regulation 8 Directors' report
Regulation 9 Independent expert's report
Regulation 9A Circumstances in which independent expert's report not required
Regulation 10 Inspection of documents
Regulation 11 Power of court to summon meeting of members or creditors
Regulation 12 Public notice of receipt of registered documents
Regulation 12A Publication of draft terms of merger on company website
Regulation 13 Approval of members in meeting
Regulation 14 Approval of creditors in meeting
Regulation 15 Documents to be circulated or made available
Part 3 Court approval of cross-border merger (regs. 16-21)
Regulation 16 Court approval of cross-border merger
Regulation 17 Consequences of a cross-border merger
Regulation 18 Copy of order to be provided to members
Regulation 19 Copy of order to be delivered to the registrar of companies
Regulation 20 Obligations of transferee company with respect to articles etc
Regulation 21 Notification of registration
Part 4 Employee participation (regs. 22-64)
Chapter 1 Application of this Part (reg. 22)
Regulation 22 Application of this Part
Chapter 2 Merging companies and the special negotiating body (regs. 23-27)
Regulation 23 Duty on merging company to provide information
Regulation 24 Complaint of failure to provide information
Regulation 25 The special negotiating body
Regulation 26 Composition of the special negotiating body
Regulation 27 Complaint about establishment of special negotiating body
Chapter 3 Negotiation of the employee participation agreement (regs. 28-32)
Regulation 28 Negotiations to reach an employee participation agreement
Regulation 29 The employee participation agreement
Regulation 30 Decisions of the special negotiating body
Regulation 31 Decision not to open or to terminate negotiations
Regulation 32 Complaint about decisions of special negotiating body
Chapter 4 Election of United Kingdom members of the special negotiating body (regs. 33-35)
Regulation 33 Ballot arrangements
Regulation 34 Conduct of the ballot
Regulation 35 Representation of employees
Chapter 5 Standard rules of employee participation in a UK transferee company (reg. 36-40)
Regulation 36 Merging Companies may select standard rules of employee participation
Regulation 37 Application of the standard rules
Regulation 38 The standard rules of employee participation
Regulation 39 Limit on level of employee participation
Regulation 40 Subsequent domestic mergers
Chapter 6 Confidential information (regs. 41-42)
Regulation 41 Duty of confidentiality
Regulation 42 Withholding of information by the transferee or merging company
Chapter 7 Protection for employees and members of special negotiating body, etc. (regs. 43-52)
Regulation 43 Right to time off for members of special negotiating body, etc.
Regulation 44 Right to remuneration for time off under regulation 43
Regulation 45 Right to time off: complaints to employment tribunals
Regulation 45A Extension of time limit to facilitate conciliation before institution of proceedings
Regulation 46 Unfair dismissal of employee
Regulation 47 Unfair dismissal of member of special negotiating body, etc.
Regulation 48 Subsidiary provisions relating to unfair dismissal
Regulation 49 Detriment
Regulation 50 Detriment for member of special negotiating body, etc.
Regulation 51 Detriment: enforcement and subsidiary provisions
Regulation 52 Conciliation
Chapter 8 Compliance and enforcement (regs. 53-56)
Regulation 53 Disputes about operation of an employee participation agreement or the standard rules of employee participation
Regulation 54 Misuse of procedures
Regulation 55 Penalties
Regulation 56 Exclusivity of remedy
Chapter 9 Miscellaneous (regs. 57-64)
Regulation 57 CAC proceedings
Regulation 58 Appeal Tribunal: location of certain proceedings under these Regulations
Regulation 59 Appeal Tribunal: appeals from employment tribunals
Regulation 60 ACAS
Regulation 61 Restrictions on contracting out: general
Regulation 62 Restrictions on contracting out: Chapter 7 of this Part
Regulation 63 Amendments to the Employment Act 2002
Regulation 64 Amendments to the Employment Appeal Tribunal Rules 1993
Part 5 Amendments to legislation on insolvency (regs. 65-66)
Regulation 65 Insolvency Act 1986
Regulation 66 Insolvency (Northern Ireland) Order 1989
Schedule 1 Transitional modifications where provisions of Companies Act 2006 not in force
Schedule 2 Application of the Regulations in relation to Northern Ireland
Signature
Explanatory Note
Explanatory Memorandum
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