A share, issued for the sole purpose of giving its holder the power to nominate/control the board of directors of the allotting company, is called a ‘Golden Share’
Golden shares are usually created to facilitate lending between different companies and to create group structures
Share for Share Exchange
A share for share exchange involves the transfer of shares in an existing company to the shareholders of a new holding company. The shareholders can be the same in the old and new companies or new shareholders can be introduced.
In order to claim relief from Stamp Duty (and Capital Gains Tax) on the transfers of these shares, the share for share exchange must be completed in a very particular manner.
Share for Undertaking
In a shares for undertaking exchange, the acquiring company allots shares either to the target company itself or to the individual shareholders in that target company in exchange for the undertaking/trade or part of the undertaking of the target company.
Stamp duty is payable on the transfer of undertaking, but relief can be obtained if the conditions as set out in S80 of the Stamp Duties Consolidation Act 1999 are followed.
The European Communities (Cross-Border Mergers) Regulations 2008 provides the mechanism for mergers between Irish companies and those located elsewhere in the European Union. There have been over 70 such mergers since this facility began.
With the introduction of the Companies Act, 2014 it is now possible for Irish private companies to merge/de-merge. And to date over 250 companies have engaged in this process.