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What is a Demerger?

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  • Written By: Malcolm Tatum
  • Edited By: Bronwyn Harris
  • Last Modified Date: 19 November 2016
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    2003-2016
    Conjecture Corporation
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Demergers are situations in which divisions or subsidiaries of parent companies are split off into their own independent corporations. The process for a demerger can vary slightly, depending on the reasons behind the implementation of the split. Generally, the parent company maintains some degree of financial interest in the newly formed corporation, although that interest may not be enough to maintain control of the functionality of the new corporate entity.

A demerger can be seen as the opposite of a merger. With a merger, the object is to take two separate business entities and combine them to form a new corporation that is able to accomplish more than the two former entities could ever accomplish on their own. The demerger still has the same ultimate goal. However, the thought is that by splitting off a portion of the existing company into a new and separate corporate entity, the chances for success and profitability are greater than if the company remained one unit.

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It is not unusual for shareholders and key executives to maintain some involvement with both the parent and the newly formed company. For example, the two entities may have individuals who serve on the board of directors for both entities. It is also not unusual for the parent to retain some type of interest or investment in the new entity. If the stake held in the new company is considered to be a majority, then the new entity is more properly termed to be a subsidiary. However, if the investment in the new company is not a majority share, then the new business is properly referred to as a demerging entity or company.

There are many reasons why a company may undergo a demerger process. In some cases, the action may be necessary in order to comply with laws and regulations in place in a location where the company wishes to establish a presence. At other times, a division may have reached a point where it would become more profitable if it were to become an entity that is separate from the parent. The demerger may come about because the parent is changing direction and the division may be spun off as a way to continue meeting the needs of current clients while allowing the parent to focus on new markets. In all cases, the general idea behind the demerger is that the action will prove to be profitable for all parties concerned.

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anon168901
Post 7

can a new split off company (subsidiary) use the credentials of the parent company for doing business?

anon90198
Post 6

can you give me case laws wherein if there has been a company law violation by the demerged company, the same shall make liable the resulting company after the demerger?

anon69777
Post 5

can you tell me the exact procedure to be followed for effecting demerger and what documents are required for the same?

anon38277
Post 4

Tell me: 1. whether any demerged company can give any interest free unsecured loan to resulting company.

2. In case of demerger, whether DTL share of the resuting company is also tranferred or not.

sagrawalca
Post 3

Is it necessary in a demerger for the resulting company to be a newly formed company? Can any existing company become a resulting company in a demerger?

anon22529
Post 2

That is going to depend a great deal of the laws in force where the company is headquartered and/or where the company is incorporated. Generally, there would be legal counsel for both the parent company and the newly formed company; this helps to make sure the interests of both entities are protected. Also, some countries require that the plan for the demerger must be reviewed before the incorporation of the new company can take place, just to make sure the process is in full compliance with applicable laws and regulations.

jlt4real
Post 1

Thanks for explaining this process. I'd like to know, from the legal aspect about the work of a lawyer in defending one part of the demerged company. The illustration is, two companies are about to go their separate ways and what steps is the lawyer of one of the company expected to take to avoid cheating, because right now they'll want to split everything including income.

Thanks.

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