Companies Act 2014 section 468

Expert's report

Section 468 requires the appointment of one or more independent experts to examine the common draft terms of a merger and report to shareholders on the fairness of the proposed share exchange ratio.

• An independent expert must be appointed to examine the common draft terms of merger and report to shareholders, unless the merger is by absorption, the successor company already holds 90% or more of voting shares, or all members unanimously agree a report is unnecessary
• The expert must be a statutory auditor who has not been an officer or employee of any merging company in the previous 12 months and is not a close relative or associate of any officer of those companies
• The expert's written report must be available at least 30 days before the merger resolution is passed and must address the valuation methods used, whether the proposed share exchange ratio is fair and reasonable, and any special valuation difficulties encountered
• Failure to provide information to the expert, or providing false or misleading information, constitutes a category 2 offence for the company and any defaulting officer

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