Re: [members-discuss] [exec-board] Change of conditions
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
3.6 Transfers of Internet Number Resources under Policy Restrictions Due to a Change in the Member's Business Structure Internet number resources that are subject to transfer restrictions imposed by the RIPE Policy "RIPE Resource Transfer Policies", and that are transferred due to a change in a member's business structure, must either remain registered with the original LIR account or be registered with a new LIR account. The receiving party will be provided with RIPE NCC services for these Internet number resources via either the original LIR account or the new LIR account until the policy restrictions are lifted. So M&A procedure isn't applicable during 24 months in case of 24 month resources transfer restrictions? Other words MUST receiving party pay to the NCC for the each additional account 2800 Euro? пн, 17 дек. 2018 г. в 10:42, Rob Golding <rob.golding@astutium.com>:
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
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Rob Golding