(This note is not part of the instrument and does not purport to be a legal interpretation.)

These Regulations give effect to Directive 2019/2121/EU of the European Parliament and of the Council of 27 November 2019 amending Directive 2017/1132/EU as regards cross-border conversions, mergers and divisions.

The Regulations provide for new procedural rules for cross-border mergers and, for the first time, introduce legal certainty for companies in Ireland who wish to exercise their right to enter cross-border conversions and divisions. The Regulations aim to reduce the administrative cost for companies, whilst safeguarding other legitimate public interests such as the protection of employees, creditors, and minority shareholders along with the introduction of an anti-abuse provision.

The anti-abuse provision provides that the Court must scrutinise the legality of the cross-border operation within three months of receiving an application. Where the Court has serious doubts about whether the operation is for abusive or fraudulent purposes, an assessment must be conducted on a case-by-case basis. In such a scenario, the scrutiny period may be extended by the Court for another three months. The Court may, as part of its examination, consult an independent expert and/or other relevant authorities within and outside its jurisdiction if necessary.