Published May 2021
Authors
Edoardo Lupi
Rocco Cecere
- Section 238(6) and section 60 of the Companies Act. This is to be contrasted with a ‘short-form’ merger, as described further below.
- Section 238(7) of the Companies Act.
- Only five cases have gone to trial to date: Re Integra Group [2016 (1) CILR 192], Re Shanda Games (Unreported, Grand Court, 25 April 2017), Re Qunar Cayman Islands Ltd. [2019 (1) CILR 611], Re Nord Anglia Inc (Unreported, Grand Court, 17 March 2020) and most recently, Re Trina Solar (Unreported, Grand Court, 23 September 2020).
- For example, in December 2020, the Holding Foreign Companies Accountable Act was enacted in the United States and prohibits trading in a company’s shares where it has failed to comply with United States auditing regulations.The legislation was enacted in response to growing bi-partisan concerns that Chinese companies listed on United States exchanges were refusing to submit their audited accounts to United States regulators, on the basis that such disclosure was prohibited under Chinese law. Also, in July 2019 the NASDAQ – style “STAR Market” was created on the Shanghai stock exchange amidst escalating United States-China trade tensions, designed to attract Chinese technology companies to list in China.
- The company is required to file a petition under Section 238(9)(a) of the Companies Act.
- Re Shanda Games [2018 (1) CILR 352] at [46].
- At [49].
- Shanda PC [21].
- Shanda PC [55].
- At [340(c)].
- Nord at [226].
- Qunar at [73].
- Trina at [84].
- Trina at [103].
- Trina at [90].
- Trina at [94].
- That was the position in Qunar and Trina, where the company valuation expert was the same individual.
- Trina at [340(a)].
- Nord at [235].
- See Trina at [340(c)].
- (Unreported, Grand Court 18 December 2020).
- Trina at [6] and [6(q)].
- (Unreported, Grand Court 24 February 2020).
- (Unreported, Grand Court,18 December 2020).
- Section 233(7) of the Companies Act.
- (Unreported, Grand Court, 28 January 2021).
- Since the introduction of the statutory merger regime, at least seven short-form mergers have been completed. Only two of those mergers have offered dissent rights to minority shareholders.
- JA Solar Holdings Co., Ltd (Unreported, Grand Court, 18 July 2019) [14] – [15].
- Unreported, Grand Court, 25 April 2017), at [74].
- By way of comparison, see the requirements for a scheme of arrangement under Section 86(2) of the Companies Act, requiring a 75% majority in value and a majority of shareholders in number. The statutory majority must be obtained in respect of each class meeting convened by the Court.
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