Capital under management meaning

This Checklist This Checklist provides points to weigh up when preparing and seeking sign-off for a company voluntary arrangement (CVA) involving the Pension Protection Fund (PPF). It draws on PPF Guidance Note 5 issued in 2018 (see PPF Guidance Note 5: CVAs). When an employing company (or all participating employers in a last man standing scheme) files a CVA proposal with the court, a PPF assessment period begins. Under section 137 of the Pensions Act 2004, the PPF assumes the pension trustees’ voting entitlement (see Practice Note: The Pension Protection Fund—eligibility and entry). In practice, the PPF will typically cast a vote for or against the proposal rather than refrain. The PPF is consistently focused on avoiding any precedent that might allow pension schemes to be diluted where potential PPF entry could arise in the near future (the PPF observes that this has occurred in numerous prior CVAs). The PPF also anticipates that pension trustees will appoint their financial advisers to produce a report addressing the areas of concern...

Identity of new partner What are the full name and address for the incoming partner? Is the prospective partner bound by any limits under current agreements or restrictive covenants (eg employment, partnership, joint venture, finance documentation) that could affect their capacity to enter or commit to the partnership? Business details Will the partnership’s business continue on the same basis after the new partner is admitted? Will the partnership’s name change after the new partner has been formally admitted? Will the business premises change at all? If the partnership is registered for VAT, who will notify HMRC of a change in partners for VAT purposes? If the partnership is registered for PAYE and employer’s NICs, who will notify HMRC of a change in partners for these purposes? Will the new partner need to register for employee’s NICs themselves? Partnership agreement and other documentation How does the current partnership agreement address...

The Prudential Assurance Company Ltd v HMRC [2024] EWCA Civ 300 The Prudential Assurance Company Ltd (Prudential) acted as the representative member of its VAT group. Another company in the group, Silverfleet Capital Ltd (SCL), executed an investment management services contract to provide services to Prudential. Under that contract, SCL was also eligible for a management fee and deferred performance fees once a specified hurdle rate was achieved. Under section 43 of the Value Added Tax Act 1994 (VATA 1994), no VAT was payable on the management fee because they were in the same VAT group. In 2007, SCL exited the VAT group. In 2014 and 2015, the triggers for paying the further deferred performance fee were satisfied and SCL invoiced Prudential for over £9m in total. The question before the Court of Appeal was whether those additional performance fees ultimately constituted consideration for a supply made while both companies were members of the same VAT group or, alternatively, whether the services amounted to a continuous supply of services...

In this issue: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...

Antitrust CAT upholds appeal and sets aside CMA’s infringement decision regarding supply of prochlorperazine 3mg buccal tablets The CAT has delivered its judgment in (1) Advanz Pharma Corp. Limited and others, (2) Cinven Capital Management (V) General Partners Limited and others, (3) Lexon (UK) Limited and another and (4) Alliance Pharmaceuticals Limited and another v CMA, arising from an appeal brought against the CMA’s decision dated 3 February 2022, which levied fines exceeding £35m on Alliance, Focus, Lexon and Medreich for infringing Chapter I of the Chapter Competition Act by coordinating not to compete in the UK supply of 3mg buccal tablets. According to the CMA, Alliance and Lexon had concluded a ‘pay for delay’ arrangement concerning the tablets (the Market Exclusion Agreement (MEA)), whose object was to restrict competition. Under that arrangement, Lexon agreed it would refrain from competing with Alliance in supplying tablets that Medreich manufactured for Lexon, in exchange for compensation from Alliance. The mechanism for this understanding was said to be distribution agreements that Alliance...

CASE HUB See more, timeline, commentary and connected cases. Case facts European Commission merger inquiry under Article 14(1) EUMR into inaccurate or misleading information supplied by KKR during the Commission’s 2024 review of KKR’s acquisition of NetCo. Latest developments On 24 July 2025, the Commission opened its investigation. Parties KKR & Co. Inc (KKR): Headquartered in the US, KKR is a global investment firm providing alternative asset management alongside capital markets and insurance services. NetCo: Based in Italy, NetCo is a newly established company that comprises FiberCop—presently jointly controlled by KKR and TIM—as well as TIM’s primary and backbone fixed-line network...

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 outlines details of the Central Securities Depositories Regulation (EU) 909/2014 (EU CSDR). Development of the EU CSDR Central securities depositories (CSDs) safekeep securities in dematerialised form and deliver clearing and settlement services to market participants. They underpin infrastructure and are integral to smooth market functioning. Recognising their systemic role in securities markets, and in the wake of the financial crisis, the Commission tabled a draft Regulation in March 2012 to strengthen securities settlement and establish rules for CSDs. The proposal aimed to enhance settlement efficiency and bring CSDs under a clear regulatory framework throughout the Union. Building on that initiative, EU CSDR appeared in the Official Journal of the EU on 28 August 2014 and took effect on 17 September 2014. EU CSDR seeks to make sure that securities transactions are cleared and settled securely and within appropriate timeframes. It promotes consistency, reliability and punctuality in the processing of trades. The Commission observed that settlement failures are more common in cross-border...

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...

Date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (Seller) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (Buyer) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (Guarantor) ] 1 Definitions In this Agreement, the terms set out below shall have the following meanings: Actual Completion...

Introduction This legal due diligence questionnaire pertains to the intended purchase by [ insert buyer name ] (the Buyer) of the entire issued share capital of [ insert name of target company ], incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert sellers names ] (the Sellers) (the Proposed Acquisition). This document is intended to equip the Buyer, the Buyer’s solicitors and other professional advisers engaged in the Proposed Acquisition with the information the Buyer requires in respect of the Company’s enterprise management incentives (EMI) scheme(s), to aid the valuation of the Company and the appraisal of the risks connected with the Company’s EMI scheme(s). Please answer every question in full. Please provide your responses in italics immediately beneath each question and supply copies of all relevant documentation, ensuring that all responses and documents are clearly labelled by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries arising from your responses to this questionnaire...