Companies Act 2014 section 484

Criminal liability for untrue statements in merger documents

Section 484 establishes criminal liability for directors, experts, and other persons responsible for merger documents that contain untrue statements, and sets out the available defence.

• Directors of any merging company and anyone who authorised the issue of the common draft terms of merger, the directors' explanatory report, or the merger financial statement face a category 2 offence if any of those documents contain an untrue statement.
• An expert who prepared an expert's report containing an untrue statement, and anyone who authorised the issue of that report, also face a category 2 offence.
• A person charged under this section has a defence if they can prove that, having exercised all reasonable care and skill, they had reasonable grounds to believe — and did in fact believe up to the time the document was issued — that the statement was true.
• The section applies to directors who held office at the date of the common draft terms of merger or, in the case of the explanatory report or merger financial statement, at the time of that document's preparation.