Re Sigma-Tau Pharma Ltd and another [2013] All ER (D) 31 (Oct)
The issue for consideration was whether the court should approve the cross-border merger. Consideration was given to reg 16 of the Companies (Cross Border Mergers) Regulations 2007 (SI 2007/2974). The court ruled that it was settled law that, in assessing whether to complete a merger, the court had to examine the proposed merger and be satisfied that it did not affect any stakeholder in any of the merging companies, including shareholders, employees or creditors, in any material way, and be satisfied that there was not any other good reason why the approval should be refused. The fact that a pre-merger certificate had been issued by another country did not remove the requirement for the court to scrutinize the merger.
