Companies Act 2014 section 1144

Confirmation order

Section 1144 sets out the conditions the court must be satisfied with before confirming a merger of public limited companies, and the legal effects that flow from the confirmation order once granted.

• The court must verify that all requirements of the mergers chapter have been met, including proper provision for dissenting shareholders and objecting creditors, safeguarding of security holders' rights, and compliance with any class rights variation procedures.
• Once the court grants the confirmation order, all assets, liabilities, contracts, and legal proceedings of the transferor company automatically transfer to the successor company from the effective date, and the transferor company is dissolved.
• The successor company must comply with all registration requirements and special formalities directed by the court to make the transfer of assets and liabilities effective against third parties, including updates to public registers such as the Land Registry and the register of charges.
• The court may set a specific date and time for the merger to take effect and may make any additional orders it considers necessary to ensure the merger is fully and effectively carried out.