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Controlling director meaning

What does Controlling director mean?
In pensions practice, a controlling director is a company director who, alone or with associates, owns or controls 20% or more of the employer’s ordinary share capital, including someone who has held that interest at any time after 16 March 1987 within the ten years before retirement or leaving (pensionable) service. The expression comes from the former Inland Revenue approval regime and was set out in HMRC Practice Notes IR12. It was used to restrict benefits payable from approved pension schemes (for example, limits on accrual and lump sums). Since A‑Day (6 April 2006), when registered pension schemes replaced approved schemes, these specific controlling director restrictions no longer apply. The term is not a current statutory definition in UK pensions tax legislation, but it is still encountered in legacy scheme rules, historic benefit calculations and disputes, and should be interpreted by reference to archived HMRC guidance and the scheme’s wording. Usage and historic meaning were broadly consistent across England & Wales, Scotland and Northern Ireland. In Ireland, the closest Revenue concept is the proprietary director (typically a shareholding of more than 5%), subject to different approval rules; controlling director may appear descriptively but is not a standard Irish statutory term.
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NEWS
UK restructuring and insolvency weekly update: key cases, legislative/regulatory changes, Scottish developments, cross-border recognition, Companies House identity verification, director disqualification sanctions, and key dates - 10 April 2025

Restructuring & Insolvency weekly highlights—10 April 2025 In this issue: Key R&I law developments Corporate insolvency Restructuring Directors and insolvency Insolvency litigation Property insolvency R&I in Scotland International restructuring and insolvency Daily and weekly news alerts Key dates for restructuring and insolvency professionals New Q&As Key R&I law developments CTJ appoints Agnello KC as Insolvency and Companies Court Judge The Courts and Tribunals Judiciary of England and Wales has confirmed the appointment of Raquel Agnello KC as an Insolvency and Companies Court Judge, with effect from 16 April 2025. Called to the Bar (Inner Temple) in 1986, she has served as a deputy Insolvency and Companies Court Judge since 2016. See: LNB News 07/04/2025 29. Companies House rolls out identity verification service Companies House has unveiled a voluntary identity verification service, enabling individuals to prove their identity via GOV.UK One Login or through an Authorised Corporate Service Provider. The process is...

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NEWS
England and Wales High Court orders Kession Capital wound up; administrators’ purpose rejected; creditors favour liquidation; Supreme Court retail-investor ruling not material to insolvency creditors

The High Court ruled on 7 April 2026 that Kession must be wound up and its assets liquidated for the benefit of creditors after concluding that there was no good reason to keep the company in administration Judge Joseph Curl found that the administrators, Lloyd Edward Hinton and Kelly Knight, had put forward a plan to retain the company in administration in order to pay an £800 sum to the firm's director and controlling shareholder, Michael Kessler, for unpaid wages, which he described as 'tenuous from the outset'. He stated that no case had been made, linked to the statutory purposes of administration or the collective interests of the creditors, that could survive rational scrutiny to justify the company remaining in administration...

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PRACTICE NOTES
Lao PDR Merger Control: Unimplemented 2015 Competition Law; Unclear Thresholds, Scope and Extraterritoriality; Anticipated Mandatory Suspensory Filing and 30-day Review

A conversation with David Fruitman, Regional Competition Counsel, and Kristy Newby, Country Managing Director, Lao PDR, at regional law firm DFDL Legal and Tax Services, on key issues on merger control in Laos Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Laos? Although the Law on Competition (No. 60/NA, 14 July 2015) (the Competition Law) was adopted in December 2015 and a regulatory body was formed in October 2018, no implementing regulations have been promulgated to date, meaning the Competition Law is not presently being applied, notwithstanding the creation of the Business Competition Commission. Under the law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to ‘minority (non-controlling) shareholdings’? Unclear...

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PRACTICE NOTES
2016 appellate civil litigation round-up: key Supreme Court, Court of Appeal and Privy Council decisions on procedure, contract, tort, costs, jurisdiction and remedies

Court of Appeal—professional negligence ARCHIVED : This Practice Note has been archived and is not maintained. The Court of Appeal upheld an appeal in a claim against solicitors, holding that the loss of a chance head of damage was too remote. At first instance, the judge concluded that Lewis Silkin LLP had fallen below the required standard by not advising their client to include a jurisdiction provision in his employment agreement with a franchisee involved in the Indian Premier League’s Twenty20 competition. Because no jurisdiction clause appeared in the contract, when the client later issued proceedings against the franchisee over a severance entitlement, he faced jurisdictional challenges (ultimately dismissed) brought by the franchisee, which postponed his obtaining judgment for £10 million in severance. The client’s case was that, with proper advice on jurisdiction, the contract would have contained an exclusive jurisdiction clause. On that footing, he said, he would have secured judgment for the severance sum sooner (as there would have been no hold‑ups arising from jurisdiction objections) and...

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PRACTICE NOTES
Archived guide to former LR 9 continuing obligations for premium-listed equity issuers (pre-29 July 2024), with key FCA materials and mapping to the 2024 UK Listing Rules

ARCHIVED This Practice Note is archived and is no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. That commercial companies category is strongly disclosure-led and sits beside other categories, including the shell companies, secondary listing and closed ended investment fund categories. To implement these reforms, the UK Listing Rules sourcebook came into force and the previous Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note summarises the regime as it stood before 29 July 2024 and has been kept for reference. It brings together relevant materials, commentary, analysis and resources to aid interpretation of, and deliver practical guidance on, Chapter 9 of the former Listing Rules that applied prior to 29 July 2024...

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PRECEDENTS
Precedent controlling shareholder relationship deed for LSE Main Market listed companies (England and Wales law)

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...

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PRECEDENTS
Precedent Relationship Deed for AIM Admission: Controlling Shareholder Undertakings to Ensure Independence — England and Wales

This DEED This DEED is entered into on [ insert date ] Parties [ insert name of company ], a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Company); [ and ] [ insert name of shareholder ] [ a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] OR whose address is [ insert address ] ] (the Shareholder); [ and ] [ [ insert name of nominated adviser ], a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Nomad). ] RECITals (A) The Company is seeking the admission of all its ordinary shares in issue [ and to be issued ] to trading on AIM,...

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