Affiliated person meaning

In corporate and securities practice, an affiliated person describes an undertaking that a person (individual or entity) controls or over which they can exercise dominant influence. The term commonly arises when assessing acting in concert for UK Takeover Code and Irish Takeover Rules purposes and in wider corporate control, disclosure and related party analyses. It is a descriptive label; the control tests reflect concepts used in company law and market rules across the UK and Ireland. For these purposes, an undertaking is affiliated to a person if that person: (a) holds a majority of the shareholders’ or members’ voting rights; (b) is a shareholder or member and can appoint or remove a majority of the board of directors; (c) is a shareholder or member and alone controls a majority of voting rights under an agreement with other shareholders or members; or (d) has the power to exercise, or actually exercises, dominant influence or control. Use is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Identifying affiliated persons is practically significant when determining acting in concert, attribution of votes, control thresholds, takeover obligations, disclosure of interests, market abuse risk and conflicts/related party transactions.