• At Kemp Little, we are known for our ability to serve the very particular needs of a large but diverse technology client base. Our hands-on industry know-how makes us a good fit with many of the world's biggest technology and digital media businesses, yet means we are equally relevant to companies with a technology bias, in sectors such as professional services, financial services, retail, travel and healthcare.
  • Kemp Little specialises in the technology and digital media sectors and provides a range of legal services that are crucial to fast-moving, innovative businesses.Our blend of sector awareness, technical excellence and responsiveness, means we are regularly ranked as a leading firm by directories such as Legal 500, Chambers and PLC Which Lawyer. Our practice areas cover a wide range of legal issues and advice.
  • Our Commercial Technology team has established itself as one of the strongest in the UK. We are ranked in Legal 500, Chambers & Partners and PLC Which Lawyer, with four of our partners recommended.
  • Our team provides practical and commercial advice founded on years of experience and technical know-how to technology and digital media companies that need to be alert to the rules and regulations of competition law.
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  • At Kemp Little, we advise clients in diverse sectors where technology is fundamental to the ongoing success of their businesses.They include companies that provide technology as a service and businesses where the use of technology is key to their business model, enabling them to bring their product or service to market.
  • We bring our commercial understanding of digital business models, our legal expertise and our reputation for delivering high quality, cost-effective services to this dynamic sector.
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  • Our years of working alongside diverse software clients have given us an in-depth understanding of the dynamics of the software marketplace, market practice and alternative negotiating strategies.
  • Working with direct providers of travel services, including aggregators, facilitators and suppliers of transport and technology, our team has developed a unique specialist knowledge of the sector
  • Your life as an entrepreneur is full of daily challenges as you seek to grow your business. One of the key strengths of our firm is that we understand these challenges.
  • Kemp Little is trusted by some of the world’s leading luxury brands and some of the most innovative e-commerce retailers changing the face of the industry.
  • HR Bytes is an exclusive, comprehensive, online service that will provide you with a wide range of practical, insightful and current employment law information. HR Bytes members get priority booking for events, key insight and a range of employment materials for free.
  • FlightDeck is our portal designed especially with start-up and emerging technology businesses in mind to help you get your business up and running in the right way. We provide a free pack of all the things no-one tells you and things they don’t give away to get you started.

Brexit: the birth (and death) of the "reverse cross-border merger"?

In the wake of the Brexit vote, companies (and their lawyers) have been dusting off a once overlooked piece of EU law to aid their Brexit restructuring plans.

Directive 2005/56/EC relating to cross border mergers of limited liability companies sets out the procedure by which a company incorporated in an EEA jurisdiction can be absorbed by another company within a different EEA jurisdiction.

In a recent High Court case involving a UK company and its Italian subsidiary, the court made an unprecedented ruling that a reverse cross border merger under such the directive was lawful. As a result of the ruling, the assets and liabilities of the UK parent company were merged into its Italian subsidiary and the shareholders of the UK parent became the shareholders of the Italian subsidiary. In essence, the subsidiary takes the place of the parent and the parent company ceases to exist – this is what makes it a “reverse” merger.

Of course, the ruling has piqued the interest of boards in companies headquartered in the UK but with group companies in the EEA as a way to base such companies within the EEA prior to Britain leaving the EU.

The ruling does increase the number of restructuring options open to companies looking to up-sticks and move to mainland Europe, however, it is unlikely that a reverse cross border merger of this type will end up being the preferred option for such companies. This is because the process in the UK involves a number of complexities – such as public advertisement in the London Gazette, at least one court hearing, a possible independent expert’s report and the risk of creditors vetoing the transaction – which can push out the timeline and make it commercially unattractive.

It is also ironic that the state of affairs bringing this form of restructuring to life – Brexit – will also be the death of it, as the EU directive (and no doubt the UK’s implementing legislation) will no longer be law once Britain leaves the EU.

Contact our experts for further advice

John Alder