Companies Act 2014 section 1155

Expert's report

Section 1155 requires the appointment of an independent expert to examine and report on the common draft terms of a company division, setting out the expert's qualifications, reporting obligations, and circumstances in which this requirement may be waived.

• An independent expert (a statutory auditor with no connection to the companies involved) must be appointed, with court approval, to examine the common draft terms of division and report to shareholders.
• The expert's written report, available at least 30 days before the shareholder vote, must address the share exchange ratio, its fairness and reasonableness, the valuation methods used, and any special valuation difficulties.
• Companies and their officers must cooperate fully with the expert; failure to provide requested information, or providing false or misleading information, constitutes a criminal offence.
• The expert report requirement may be waived if all voting shareholders (and, where applicable, all security holders whose consent is needed for votes to take effect) agree, or where a division by formation of new companies allocates shares proportionally to existing shareholdings.