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Specific provisions¹ apply where the whole or part of a UK business is transferred to an EU resident company in exchange for securities issued by the transferee company. These provisions give effect to the EC Mergers Directive (No 2009/133/EC; formerly No 90/434/EEC) dealing with cross-border business reorganisations.

Some definitions in this legislation refer to EU laws which would not have been relevant after IP completion day². However, in order to retain legal continuity, the legal position existing immediately before the UK left the EU was preserved, to a large degree, by taking a snapshot of the EU law that applied in the UK at that point and bringing it within the UK's domestic legal framework as a new category of law — retained EU law. These rules can then be amended in the UK by regulations where EU law does not operate effectively or function appropriately or sensibly³. Following the enactment of the Retained EU Law (Revocation and Reform) Act 2023, retained EU law is