Companies Act 2014 section 472

Non-application of subsequent provisions of Chapter where Summary Approval Procedure employed and effect of resolution referred to in section 202(1)(a)(ii)

Section 472 deals with what happens when merging companies choose to use the Summary Approval Procedure instead of following the full set of merger rules in this Chapter, and specifies which protections still apply even when that shortcut procedure is used.

• Where merging companies use the Summary Approval Procedure, most of the remaining sections of this Chapter do not apply to the merger.
• If the Summary Approval Procedure is used, the merger takes effect on the date specified in the common draft terms of merger or any supplemental document, once each merging company passes the required special resolution.
• Even when the Summary Approval Procedure is used, certain key protections still apply: preservation of rights of securities holders (section 479), civil liability of directors and experts (section 483), and criminal liability for untrue statements in merger documents (section 484).
• The effects of the merger, as set out in section 480(3), apply with any necessary modifications regardless of which procedure is followed.

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