Control meaning

Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...

The Investigatory Powers Act 2016 (IPA 2016) revamped the legal regime regulating covert surveillance by public authorities. IPA 2016 superseded large parts of the framework previously, though not solely, contained in the Regulation of Investigatory Powers Act 2000 (RIPA 2000). See Practice Note: The regulation of intelligence gathering—an introductory guide. This note outlines the offences introduced by IPA 2016. For details of general sentencing limits in a magistrates’ court, see Practice Note: Sentences imposed following conviction—General limits on magistrates’ courts powers to impose custodial sentences following conviction... Section Offence Statutory defence Maximum sentence IPA 2016, s 3 — Unlawful interception: a person, by conduct in the UK, deliberately intercepts a communication during its transmission without lawful authority. Defence: where the individual has the right to control the operation or use of the system, or had that person’s express or implied consent to carry out the interception. Maximum sentence: on summary conviction, a fine; on indictment, up to two years’ imprisonment and/or a...

Non-controlling minority shareholdings This Checklist identifies the jurisdictions worldwide where acquisitions of non‑controlling minority shareholdings must be notified, provided the other jurisdictional thresholds are satisfied. In this context, ‘non‑controlling minority shareholdings’ means any degree of influence falling short of what the EU Merger Regulation terms ‘decisive influence’—namely, the capacity to exercise a significant level of control over an undertaking’s strategic commercial behaviour. That influence can be exercised through a variety of routes, including share ownership, voting rights (in particular, veto rights), or contractual arrangements, and does not necessarily involve holding a majority shareholding...

Under the UK merger control rules the Competition and Markets Authority (CMA) may assess or review mergers already completed as well as those still anticipated, provided a ‘relevant merger situation’ arises. See Practice Note: A ‘relevant merger situation’ under UK merger rules. Several distinct conditions must be fulfilled for such a ‘relevant merger situation’ to exist, and these requirements are set out in the flowchart provided below here...

This Flowchart sets out the consumer cancellation rights that must be made available to consumers entering on-premises contracts, off-premises contracts and distance contracts for the supply of services Use this guide when a practitioner needs to verify which cancellation entitlements apply to consumers purchasing services in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013). Note 1—a consumer is an individual acting for purposes that are wholly or mainly outside their trade, business, craft or profession. Note 2—certain sector-specific contracts are regulated separately, such as financial services contracts, rental contracts and package travel contracts, and are excluded in full from the CCR 2013. For more information, see Practice Note: Distance, doorstep and on-premises sales—Excluded contracts...

This flowchart sets out the circumstances in which the City Code on Takeovers and Mergers (Code) will apply The Code can extend to takeover offers, merger deals, and other arrangements that have, or might have, directly or indirectly, an impact upon the ownership or control of a business...

Mergers The Commission cleared: Hartree Partners Holdings, LP’s acquisition of exclusive control of Touton S.A. (M.12189), following a phase I investigation—see further in Midday Express the establishment of a joint venture by EVH Grüne Energie – Beteiligung GmbH & Co. KG and HSBC Alternative Investments S.C.A. SICAV-RAIF (M.12240), following a phase I investigation—see further in Midday Express the setting up of a joint venture by RCL Cruises Ltd....

Competition policy Commission publishes report on enforcement of EU antitrust and merger control rules in the pharmaceutical sector between 2018–2022 The Commission has issued a report on competition enforcement—covering antitrust and merger control—in the pharmaceutical sector, outlining the activities undertaken by the Commission and national competition authorities during 2018 to 2022. It updates an earlier 2019 report that examined the period from 2009 to 2017. Alongside a broad overview of enforcement in pharmaceuticals, the report describes the sector’s key features that guide competition assessments and, through concrete and practical examples, clearly demonstrates how competition law action protected undertakings and consumers, including in the course of the Covid-19 crisis...

Mergers The Commission approved: the securing of joint control over Kee Safety Group by Inflexion Private Equity Partners LLP and 65 Equity Partners Pte. Ltd (M.11983) following a phase I investigation—for further details, see Midday Express the attainment of joint control of Grand Bahamas Shipyard Ltd...

Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules (DTR 2). Where relevant, it draws on: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base—Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the safeguards required to keep such information...

Over the course of the past month, annual adjustments have been made to merger control thresholds in Canada, Italy and the Philippines, while Montenegro has revamped its regime, introducing swifter timetables and more adaptable filing provisions. Canada—thresholds remain the same in 2026 On 2 March 2026, the Canadian Competition Bureau (CCB) confirmed, after its yearly review, that Canadian merger notification thresholds will stay exactly as they are for 2026. The thresholds remain (in brief): size of transaction test: the target must be, or control, an operating business in Canada with more than CDN$93m (approximately €58.9m/US$66.6m) in Canadian assets (book value) or gross revenue produced by those assets from sales in, from or into Canada (ie domestic plus export sales), and size of parties test: all parties and their affiliates (in aggregate) must together hold over CDN$400m (approximately €253.4m/US$286.3m) in Canadian assets or gross revenues derived from sales in, from or into Canada (ie domestic sales, exports and imports) (this threshold is unchanged and...

This Practice Note looks at the tasks of pinpointing and interviewing potential witnesses, working with them on their witness statements, and supporting them to give evidence in court. For direction on preparing trial witness statements in the Business and Property Courts, see Practice Note: Trial witness statements in the Business and Property Courts under CPR PD 57AC. It should also be read alongside Practice Note: Courts’ power to manage factual evidence, which explains the courts’ authority to control factual evidence under CPR 32.1 and CPR 32.2(3). Choosing witnesses Witness testimony at trial can be decisive for the success or failure of a claim or the defence of it. This Practice Note outlines how to collaborate effectively with a witness when preparing such evidence. Importance of planning witness evidence In claims that turn mainly on facts, outcome may hinge on whether a particular witness is regarded as credible by the court. Securing witness evidence should be considered at a very early point in the proceedings...

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-seller—individual sellers—unconditional—long form: 1 Definitions and interpretation Sanctioned Activity • any conduct subject to sanctions set by a Sanctioning Body; Sanctioning Body • the UK, USA, EU and any other relevant authority imposing/administering sanctions; Sanctioned Entity • any person or entity that is, or is owned/controlled (directly or indirectly, per Sanctions Laws) by, a party sanctioned or listed by a Sanctioning Body; Sanctions Laws • all applicable law on Sanctioned Activities binding any Party or this Agreement’s performance; Sanctions Policy • the Sellers’ sanctions policy in Appendix [ insert Appendix number ], as updated and notified to the Buyer; 1.2 The Sellers and the Group Companies, as at the date of this Agreement and throughout its term: are not Sanctioned Entities; have not been notified of any investigation into a Sanctioned Activity; are unaware of Business circumstances that could give rise...

Precedent: Share purchase agreement—pro-buyer—individual sellers—conditional—long form Add the following as new definitions into clause 1 of the above stated, named precedent document herein...

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Sanctioned Activity: activity subject to a Sanctioning Body’s sanctions. Sanctioning Body: United Kingdom, United States of America, European Union, and any other authority administering sanctions. Sanctioned Entity: any person or entity that is, or is owned or controlled (directly or indirectly) by one that is, sanctioned or on a designated list of a Sanctioning Body; ‘owned or controlled directly or indirectly’ has the meaning in Sanctions Laws. Sanctions Laws: all law on a Sanctioned Activity binding either Party or the Agreement’s performance. Sanctions Policy: the Seller’s sanctions policy in Appendix [insert Appendix number], as updated and notified to the Buyer. is not a Sanctioned Entity; has not been notified of any Sanctioned Activity investigation; is unaware of Business circumstances likely to prompt such investigation; shall comply with Sanctions Laws and the Sanctions Policy; ...

Under WTR 1998, workers get 5.6 weeks’ annual leave each year: a basic entitlement of four weeks’ leave (20 days for a standard full‑time worker) implementing article 7 of the Working Time Directive (WTD) an additional 1.6 weeks’ leave (eight days for a standard full‑time worker) created by domestic law only Understanding this distinction is important because: European Court of Justice case law concerns the WTD alone, so it applies only to the basic four weeks’ paid leave holiday pay is calculated differently for: the basic four weeks, and the additional 1.6 weeks The general rules as to the right to carry forward accrued holiday entitlement are that: the basic four weeks must be taken in the leave year earned and cannot be carried over (though an employer may choose to allow it) a relevant agreement may allow the additional 1.6...

Practice Note: Suitability grounds for refusal and cancellation of permission notes that, under the Immigration Rules, Part 9, para 320(7B): Unless an exemption applies, or the relevant re-entry ban has expired, any application made under a route within Parts 2–8, or under Appendix Armed Forces, must be refused where the person has previously breached UK immigration law by: overstaying, unless the overstay was 90 days or less (where it began before 6 April 2017) or 30 days or less (where it began on or after 6 April 2017) and, in either scenario, they left the UK of their own accord and not at public expense Where any of the above circumstances apply, any further application to re-enter the UK will be refused until the following re-entry ban has run: one year, if the individual departed the UK voluntarily and not at public expense—note that those refused entry at port fall within this category, provided they complied with the conditions set...

section 3C leave This answer proceeds on the basis that no request was submitted to the Home Office to cancel the application, nor to retrieve the passport prior to departing the UK. If someone makes an application from within the UK to extend their permission to stay before their existing leave runs out using the online route, the date on which the application is treated as lodged is the date the online form is submitted, not the enrolment of biometrics. When someone who already has leave to remain applies from inside the UK to extend it, their current leave, together with all attached conditions, continues automatically so long as a valid application is made before that leave expires (known as ‘section 3C leave’)...