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[members-discuss] [exec-board] Change of conditions
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Rob Golding
rob.golding at astutium.com
Fri Dec 14 22:02:13 CET 2018
> Curious about the statement that Companies House don't maintain records > of M&A activity. Surely they maintain a record of the controlling interest for > all UK companies They do, however whilst for most companies that's "correct" at least once a year (we hope), in the majority of M&As there are no changes at companies house as the original "org" is no longer required/wanted - Directors/owners/shareholders details do get updated where they want to continue that "brand" but that's sub-10% of company acquisitions, the bulk of M&A activity in the LTD space (rather than PLC space) is "asset" rather than "share" based [with about 1/3rd being where the liquidators sell off the assets , or goodwill/brand or whatever] So the statement is correct in general terms, that nothing appears at companies house As to whether you can "infer" it (as some of us do when regular buyers take over companies we're following) ... > If it is on record that A is now a PSC with >50% voting/equity of B then an > acquisition has taken place No it means A has 50% of the equity, that’s very different to an acquisition, although can be indicative of takeover - the ability to vote on a resolution and the running of a company are very different things > and if B and C notify their PSCs are the same then > a merger between B & C has taken place. It means nothing of the sort. Being listed as the same PSC on multiple companies absolutely does not mean in any way they have merged. IP Cortex own corporate structure being a good example of why this doesn’t mean what you're saying - 2 separate legal entities despite same PSCs/Shareholders - not Merged, not Acquired, just "similarly owned" > My understanding is that for many things RIPE want a (virtual) piece of paper > that certifies X is true, rather than a process for verifying in a public database > that X is true I think the idea of formalising what can be used where public-database doesn't contain the data is good overall, but exactly how you do that I am not sure - I can see lots of ways to not do it effectively though :) Rob --- This email has been checked for viruses by Avast antivirus software. https://www.avast.com/antivirus
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