Companies Act 2014 section 1139

Meetings of classes of shareholders

Section 1139 deals with the protection of different classes of shareholders when a merger affects the rights attached to their shares.

• Where a merging company has different classes of shares, the usual rules on variation of class rights apply to any changes caused by the merger.
• The specific variation of rights rules that apply depend on whether the merging company is a private company limited by shares or another type of company (such as a DAC, PLC or unlimited company).
• Certain provisions are excluded from applying in the merger context, including the right to apply to court to cancel a variation (section 89) and specific subsections of sections 88 and 982.
• The section derives from Regulation 14 of the European Communities (Mergers and Division of Companies) Regulations 1987 (S.I. No. 137 of 1987).