Affiliate meaning

LLC Eurochem North-West-2 and another company v Societe Generale S.A. and other companies [2025] EWHC 1938 (Comm) This is a highly important decision for practitioners dealing with international sanctions, as the court delivers a detailed examination of how EU sanctions interface with domestic sanctions authorities in such circumstances. It also provides an in-depth consideration of the notions of ‘ownership’ and ‘control’ for the purpose of sanctions, including where trust arrangements feature, which is not unusual when there is a link to a designated individual. The ruling is likewise of real assistance to those working with performance bonds and related trade finance instruments in the sanctions context. The background facts The relevant parties The dispute stemmed from six on-demand bonds (Bonds) issued in 2021 and 2022 by Société Générale (SocGen) and ING Bank (ING) (the Banks) in favour of EuroChem North-West-2 (EuroChem NW2), a Russian entity. The Bonds were issued under contracts between EuroChem NW2 and Tecnimont S.P.A (Tecnimont), an Italian engineering company, and its Russian affiliate...

In this issue: Arbitration in England & Wales International Arbitration Investment treaty arbitration Institutional and ad hoc arbitration Other arbitration and ADR-related news and developments Daily and weekly news alerts New and updated content Useful information No Weekly Highlights on 24 April 2025 Arbitration in England & Wales Arbitration clauses and third parties: limits of protection In Renaissance Securities v ILLC Chlodwig Enterprises [2025] EWCA Civ 369, the Court of Appeal refused an appeal for an anti-suit injunction (ASI) to halt Russian claims pursued against the appellant’s affiliates. Although parts of the dispute arose under contracts governed by English law with LCIA arbitration seated in London, the court concluded those promises to arbitrate did not bind non-party affiliates. It also dismissed the contention that the clauses carried an implied negative pledge preventing related litigation elsewhere. Moreover, while recognising the Russian action might be vexatious and/or aimed at sidestepping the arbitration provisions and relevant sanctions,...

On Monday, Justice Rory Mulcahy of Ireland’s High Court determined that Russia’s joint-stock entity, JSC, had accepted the authority of the Irish courts by lodging failed appeals against earlier orders and, in the course of those appeals, entering an unconditional appearance. He observed that GTLK Europe DAC and its affiliate, GTLK Europe Capital DAC, are each owned and controlled by JSC, which itself is owned by the Russian Federation. According to Justice Mulcahy, the Court of Appeal held that, by those steps, JSC had submitted to Irish jurisdiction. It also found that JSC’s absence at first instance was a tactical choice rather than any mistake on its part, and that it would amount to an abuse of process to allow JSC to raise in the Court of Appeal grounds it had deliberately declined to advance in the High Court. Delivering his judgment, Justice Mulcahy stated that joint liquidators Julian Moroney and Damien Murran had applied to the High Court seeking to restrain JSC from pursuing a number of arbitral proceedings...

Banking regulation—Luxembourg—Q&A guide This Practice Note provides a jurisdiction-specific Q&A on banking regulation in Luxembourg, published in the Lexology Getting the Deal Through series by Law Business Research (law stated as at 7 February 2023). Authors: Loyens & Loeff—Adrien Pierre; Vanesa Gomez Pena. 1. What are the principal governmental and regulatory policies that govern the banking sector? Luxembourg is a leading financial centre, so nurturing the financial industry is a core policy aim. The Ministry of Finance partners with Luxembourg for Finance (the agency for the development of the financial centre) to promote, expand and diversify the Luxembourg financial centre, while identifying new opportunities. Digitalisation. Anti-money laundering and countering the financing of terrorism (AML/CFT). Sustainable finance. Financial education. Policies are being adapted as needed to respond to the covid-19 pandemic, to which the sector has shown strong resilience. 2. What are the defining characteristics of a bank to be caught by the banking laws and regulations? Is...

This Practice Note offers high-level guidance on debt buy-backs within loan documentation. It first outlines what constitutes a debt buy-back, then considers the issues that may emerge, and sets out how the Loan Market Association (LMA) addresses buy-backs in its standard form documents. For fuller analysis, including structuring points, see Article: Structuring loan buybacks—(2021) 5 JIBFL 337. Buy-backs can relate to loans or bonds; however, this Practice Note addresses loan buy-backs only. For material on bond buy-backs, see Article: and the weakening of bondholder protection (2020) 5 JIBFL 310. What is a debt buy-back? In a lending context, a debt buy-back typically means the acquisition of existing debt in the secondary market by a sponsor (or a sponsor affiliate) or by a company within the borrower group in a sponsor-controlled leveraged credit...

ARCHIVED : This Practice Note is archived and is no longer being updated. For information on the US Foreign Corrupt Practices Act, see Practice Note: The US Foreign Corrupt Practices Act 1977 (FCPA 1977) and Bribery Act 2010 (BA 2010) comparison table. As organisations move into new markets to capture growth, caution is vital, as fresh opportunities also carry fresh challenges. Multinational companies, in particular, face exposure where a subsidiary, affiliate, employee, or agent engages in misconduct that breaches the US Foreign Corrupt Practices Act (FCPA). The Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) are prioritising FCPA enforcement and show no sign of easing their pursuit of FCPA actions. To prevent, detect, and remediate behaviour that may violate the FCPA, in-house counsel and compliance professionals should identify business areas at risk and understand the conduct the FCPA prohibits. This note offers an overview of the law, how it applies to your company’s operations, and a primer on the essential elements of an effective...

1 Definitions and interpretation 1.1 Within this Agreement: Affiliate – refers to any entity that, whether directly or indirectly, Controls, is Controlled by, or is under shared Control with, another entity; Business Day – means any day other than a Saturday, Sunday, or a bank or public holiday in Scotland; Control – signifies [ the beneficial ownership of more than 50% of a company’s issued share capital, or the lawful power to direct, or to cause the direction of, the company’s management OR has the meaning assigned in the Corporation Tax Act 2010, s 1124 ], and Controls and Controlled shall be construed accordingly; Dispute Notice – has the meaning set out in clause 2.2; Force Majeure – has the meaning set out in clause 6.1...

1 Definitions and interpretation 1.1 Within these Conditions, the terms below shall have the following meanings: Adequate Procedures – to be interpreted in accordance with BA 2010 and the guidance issued under it; Affiliate – any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, another entity; Applicable Law – all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding effect, whether local or national [ or international in any relevant jurisdiction ]; Associated Person – means any or all of: (a) a party’s officers, employees, agents, subcontractors, subsidiaries, and persons Associated With that party (the Associates); and (b) persons Associated With any of the Associates, in each case engaged in performing services for or on behalf of that party, the Services and/or the Contract; Associated With – when used: (a) in clause 10 and in respect of bribery, shall be read in accordance with BA 2010 and the guidance published under it; (b)...

[ insert name and address of sender ] (We) Our reference: [ insert reference ] Your reference: [ insert reference ] [ insert address of recipient ] (You) 1 In this letter, the following terms have the following meanings: 1.1 Affiliate refers to any entity that, directly or indirectly, Controls, is Controlled by, or is under shared Control with, another entity; 1.2 Authorised Persons denotes the officers and directors, members and partners, employees, consultants, sub-contractors, agents, representatives, or professional advisers of a party and/or its Affiliate(s); 1.3 Confidential Information means all information of a confidential nature that either we or you hold or obtain from the other (whether directly or indirectly), including the other’s know-how, trade secrets, plans, developments, financial, commercial, technical, tactical, strategic, marketing, operations, customer or product information, personnel information, any information marked as or agreed to be confidential, any other information that either we or you know, or could reasonably be expected to know, is confidential, and any such information relating...