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A Cross-jurisdictional Examination of Mergers and Amalgamations – Effects and Proposals for Reform

Lim Wee Teck

(2010) 22 SAcLJ 632

Abstract:
Singapore first introduced a regime for statutory amalgamation in 2005. The regime was modelled on similar regimes in the US, New Zealand, and Canada. This article will examine the legal analysis and characterisation of amalgamations in these jurisdictions, in particular, how courts in those countries have dealt with the question of whether an amalgamation effects a transfer of property, rights, and obligations by operation of law. The article argues that the legal model of continuity adopted by the Canadian and New Zealand courts is both legally more consistent and commercially more attractive than a model premised on transfer. It ends by briefly considering the uses to which amalgamations may be put and suggests additional areas for further research and reform.