Scrutinising the legality of cross-border mergers: finding the proper approach

Abstract

ABSTRACT Before a cross-border merger can be completed, it must be sanctioned by the designated authority in the transferee Member State. Uncertainty has arisen as to the proper test for the English court to apply at this stage. This article argues that the approach from Re Diamond Resorts Plc, involving a intensive scrutiny of the benefits and disbenefits to stakeholders, does not represent the proper approach under the Cross-Border Merger Directive.