Parent Undertaking meaning

Mex Group Worldwide Ltd v Ford [2025] EWHC 2689 (KB) What was the background? MGWL trades in financial derivatives and serves as the parent of the MultiBank Group. On 18 October 2023, it launched Scottish proceedings against several defendants, among them Mr Colm Smith and CSM Securities SARL (CSM), advancing a claim in unlawful means conspiracy. The core complaint asserted that the defendants combined to induce Mex Securities, a Luxembourg-based securitisation vehicle, to back out of a settlement concluded in Dubai in December 2020. On 20 October 2023, MGWL secured a worldwide freezing order in the English High Court to support Scottish action, relying on section 25 of the Civil Jurisdiction and Judgments Act 1982 (CJJS 1982). Although other defendants moved to set aside the WFO, Mr Smith and CSM took no part and failed to provide the required disclosure of assets. On 15 December 2023, the WFO was lifted as to three defendants following findings of material non-disclosures. MGWL’s attempt to appeal was rejected by the Court...

In this issue: EU mergers EU antitrust EU State aid LexTalk®Competition: a Lexis®Nexis community Daily and weekly news alerts New and updated content Caselex EU mergers Court of Justice dismisses appeal on Commission’s bar of the planned ThyssenKrupp–Tata Steel joint venture The Court of Justice has delivered its judgment in Case C-581/22, ThyssenKrupp AG v Commission, concerning an appeal against the General Court’s judgment in Case T-58419. The latter had dismissed an action seeking annulment of the Commission’s decision blocking the proposed joint venture between Tata Steel Limited (Tata Steel) and ThyssenKrupp AG (ThyssenKrupp) (Case M.8713). Background On 30 June 2018, Tata Steel and ThyssenKrupp announced plans to combine their European steel activities in a new joint venture, ThyssenKrupp Tata Steel B.V., to be owned 50% by each parent. Tata Steel Limited, part of Tata Group, is an India‑headquartered multinational steelmaker. It is the second largest steel producer, undertaking steelmaking in the Netherlands and...

Practice Note This Practice Note sets out guidance on the court’s authority to order periodical payments and/or lump sums covering school fees and other educational or training outgoings. It outlines the steps to be taken in matters involving parents who are or have been married or in a civil partnership, as well as in situations where the parents have never been married or in a civil partnership, and prescribes the process to follow. Significant limits apply to the court’s ability to make periodical payment orders for a child where the Child Maintenance Service (CMS) has, or would have, competence to carry out a maintenance calculation. Even so, the court still has power to direct that a parent, or any person who has treated the relevant child as a child of the family, must pay or contribute towards the expense of a child receiving instruction at an educational institution, or undertaking training for a trade, profession, or vocation (whether or not in paid work). Most frequently, such directions concern the...

The Energy Savings Opportunity Scheme (ESOS) ESOS is a statutory programme for energy assessments and savings, mandatory for organisations that meet the eligibility criteria. It originates from the EU Energy Efficiency Directive 2012/27/EU, art 8(4)–(6), which requires Member States to ensure that enterprises other than small and medium-sized enterprises (SMEs) undergo an energy audit at least once every four years. For further information, see Practice Note: Energy Efficiency Directive 2012/27/EU—snapshot [Archived]. The UK implemented art 8(4)–(6) via the Energy Savings Opportunity Scheme Regulations 2014 (SI 2014/1643). Post-Brexit, the Energy Act 2023 provided powers to update ESOS, and the Energy Savings Opportunity Scheme (Amendment) Regulations 2023 (SI 2023/1182) introduced revisions ahead of the Phase 3 compliance deadline. Qualifying organisations must carry out an assessment and audit of their total energy consumption. In most circumstances the audit must be performed or reviewed by a ‘lead assessor’, who is a member of a professional body approved by the Environment Agency (EA), the scheme administrator. For more details, see Practice Note: Energy Savings...

Where a company produces annual accounts for a financial year, an audit is required unless an audit exemption applies. Qualifying subsidiary exemption from the requirement to audit accounts A subsidiary that meets specific criteria may claim an exemption from auditing its individual accounts for a given financial year. The necessary conditions are: it is a subsidiary undertaking its parent undertaking is constituted under the law of any part of the United Kingdom every member consents to the exemption for the financial year concerned its parent undertaking provides a guarantee for that financial year under section 479C of the Companies Act 2006, namely a statement guaranteeing all of the subsidiary’s outstanding liabilities at the end of the financial year until they are settled in full, which is enforceable against the parent by any person to whom the subsidiary is liable in respect of those liabilities it is included in the consolidated accounts prepared by the parent for that financial year, or to...

DEFINITIONS The following terms apply throughout unless context dictates otherwise: parties/governance cover [ Offeree ] (its Directors, General Meeting, Group, Optionholders, Shareholders, Share Plans, Shares, Warrantholders and Warrants) and [ Offeror ] (its Directors, General Meeting, Group, [ Offeror Parent ], boards, shareholders and any [ Offeror ] Shareholder Resolutions). Transaction references include the Acquisition via the Scheme (or, with Panel consent, a Takeover Offer), the Announcement, Conditions, Meetings, Long Stop Date, Offer, Offer Period, Offer Price and the Resolution. Court/regulatory matters comprise the Court, Court Meeting, Court Hearing, Court Order, the Code, Companies Act, CMA, FCA, FSMA, UK Listing Rules/Market Abuse Regulation, Disclosure Guidance & Transparency Rules, the Panel and any Regulatory Information Service. Market/settlement terms include London Stock Exchange, Official List/Daily Official List, Business Day, Closing Price, CREST, Euroclear, CREST Regulations/Manual, certificated or uncertificated form and CREST sponsored member, plus the Registrars and Registrar of Companies. Scheme mechanics span the Scheme Document and Explanatory Statement, Forms of Proxy, Effective/Effective Date, Voting and Scheme Record Times, Scheme Shareholders/Shares,...

Comfort letter-non-binding This specimen non-binding comfort letter is intended for use alongside a facility agreement, where the borrower’s parent company offers assurance to the lender in relation to the borrower’s financial commitments. 'letter of comfort' 'letter of responsibility' The purpose of a non-binding comfort letter is to give the addressee confidence that the issuer will support the obligations of a third party (in this instance, the borrower). Its purpose is not to guarantee performance but to indicate the parent’s present intentions regarding support. This template is drafted to avoid creating a legally enforceable duty for the provider; ie, it sets out a moral undertaking rather than a legal obligation. Whether a comfort letter is binding depends on its precise wording, assessed against the relevant background and circumstances. In most cases, a comfort letter contains only statements of intention or policy and, as such, carries no legal force. Accordingly, it operates as reassurance and guidance rather than a contractual commitment...

Appendix [ 5 ]—DEFINITIONS Offeree, its Directors, Group, Shareholders, Optionholders, Warrantholders and Share Option Scheme denote relevant parties, rights and schemes of the offeree; Offeror (and, where relevant, Offeror Parent), their Directors, Group, Shareholders, General Meeting and Shareholder Resolutions cover the Offeror entities, governance and approvals; Offer, Offer Document, Offer Period, Offer Price, Conditions, Acceptance Condition, Acceptance Condition Invocation Notice and Acceleration Statement concern terms, timing and satisfaction or waiver of Conditions under the Code; Business Day, Closing Price, Daily Official List, Official List, Regulatory Information Service and London Stock Exchange cover market timings, quotations and disclosures; Code, Companies Act, UK Listing Rules, Disclosure Guidance and Transparency Rules, UK Market Abuse Regulation and FSMA are applicable rules and legislation; CREST, CREST Manual, CREST Regulations, certificated/uncertificated form, Electronic Acceptance, TTE Instruction, CREST sponsored member and Escrow Agent concern settlement mechanics; Announcement, Cooperation Agreement, Form of Acceptance, Receiving Agent, Registrars, Disclosed and Dealing Disclosure cover announcements, documents and disclosures; Overseas Shareholders, Restricted...