Companies Act 2014 section 1137

General meetings of merging companies

Section 1137 sets out the requirements for general meetings of merging companies, including when shareholder approval is needed, what information must be disclosed, and the circumstances in which the successor company may be exempted from obtaining a special resolution.

• The common draft terms of merger must be approved by special resolution at a general meeting of each merging company before the merger can proceed; where a new company is being formed, its constitution must also be approved by special resolution of each company being acquired.
• Directors of each merging company must report any material changes in assets and liabilities arising between the date of the draft merger terms and the date of the general meeting, both to their own general meeting and to the directors of the other merging companies.
• The successor company in a merger by acquisition, a merger by acquisition where it already holds 90 per cent or more of the voting shares, or a merger by absorption, may be exempt from the special resolution requirement provided certain conditions — including a 30-day notice period and no requisition of a meeting — are met.
• Where the successor company holds 90 per cent or more (but not all) of the voting shares and a dissenting shareholder requests that the successor company purchase their shares, the company must do so at the market sale price within 15 days, and in that case the requirements for a directors' explanatory report, an experts' report and inspection of documents are disapplied.

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