Companies Act 2014 section 1128

Requirement for Chapter to apply

Section 1128 sets out when the merger rules in this Chapter apply, based on whether any of the merging companies is a public limited company (PLC), and provides an exclusion where bank resolution measures are being used.

• This Chapter on mergers applies only where at least one of the merging companies is a PLC.
• This complements the separate merger rules in Chapter 3 of Part 9, which apply only where none of the merging companies is a PLC.
• The Chapter does not apply where all the merging companies are PLCs or other companies covered by the EU Mergers Directive (Directive 2011/35/EU), and any of them is subject to bank resolution tools under the EU Bank Recovery and Resolution Directive (Directive 2014/59/EU).
• The bank resolution exclusion ensures that the normal merger procedures do not interfere with the special powers available to resolution authorities dealing with failing financial institutions.