Super-majority meaning

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...

This checklist sets out the general limitation periods for personal injury and clinical negligence claims, and notes the categories of claims that depart from the standard time limits. Practitioners should remain alert to personal injury matters to which the Limitation Act 1980 (LA 1980) does not apply. For those claims, refer to: Exceptions to the general rule mentioned below... The general rule Under the LA 1980, the default limitation periods in the great majority of personal injury and clinical negligence claims are as follows: Type of claim Time limit When does limitation begin to run? Is there discretion to extend time?

This Checklist This Checklist highlights the different avenues for bringing a joint venture (JV) to a close or facilitating an exit, and the factors to weigh depending on the pathway chosen. For guidance on addressing a JV dispute, see Practice Note: Joint venture disputes—how to respond. For further detailed guidance on terminating joint ventures where a specially created or nominated joint venture company (JVC) is involved, see the following Practice Notes: Termination—corporate joint ventures Tax implications of operating and terminating a joint venture company Corporate joint venture dispute—dealing with deadlock: initial considerations Majority-minority joint venture dispute—a practical illustration Entering a JV relationship usually calls for significant planning and effort from the JV parties, who opt to work together for mutual advantage (often by sharing cost, resources and expertise). You will need to assess the full ramifications of ending or exiting the JV, including whether there are sound reasons to be prepared to see that investment lost if the JV is...

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

In this issue: UK NSI Act UK mergers UK competition policy EU mergers EU antitrust EU Foreign Subsidies Regulation New and updated content Daily and weekly news alerts Caselex UK NSI Act Government consults on proposed reforms to the NSI Act 2021 mandatory notification regime The UK Government has launched a consultation on proposed revisions to the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021, which determine the scope of mandatory filings under the NSI Act. This follows the 2024 statutory review of the NARs and engagement through the 2023 Call for Evidence. The Government sets out targeted adjustments intended to keep the regime proportionate and effective at capturing national security risks in sensitive parts of the UK economy, whilst ensuring that the vast majority of transactions remain outside its reach. Key proposals include: New standalone mandatory notification areas: creating two separate categories for...

In this issue Advertising, marketing and sponsorship Consumer protection International Public Procurement Supplier management Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q&A Advertising, marketing and sponsorship ASA rulings—26 February 2025 The Advertising Standards Authority upheld two challenges concerning an email from Maki Online Services Ltd t/a Nino Apply, which exaggerated the consequences of not renewing a Biometric Residence Permit and failed to disclose the availability of a free eVisa. See: LNB News 26/02/2025 21. CAP and BCAP launch further consultation on 'less healthy' ads rules Acting for the ASA, the Committees of Advertising Practice (CAP and BCAP) have begun a further consultation on introducing new restrictions on promoting ‘less healthy’ food and drink to children. From October 2025, these rules will bar such advertising on TV and online during set periods. Input is requested on refreshed guidance for applying the rules, following responses to...

This Practice Note sets out guidance on arbitral awards in proceedings under the Hong Kong International Arbitration Centre (HKIAC) Administered Arbitration Rules 2018 (2018 HKIAC Rules; HKIAC 2018). As explained in Practice Note: HKIAC (2018)—the HKIAC Administered Arbitration Rules—application and key features, the 2018 HKIAC Rules generally govern HKIAC arbitrations commenced on or after 1 November 2018, save where the parties agree otherwise; for HKIAC arbitrations begun before 1 November 2018, the 2013 HKIAC Rules will generally apply unless the parties agreed otherwise. For an overview of the HKIAC and how it is organised, see Practice Note: HKIAC—background to and structure of the institution. Awards in HKIAC arbitrations In line with most institutional regimes, under the 2018 HKIAC Rules a tribunal may render interim, interlocutory, or partial awards and, in addition to a final award, may issue interim awards as to costs (HKIAC 2018, art 35.1). Where the tribunal has more than one arbitrator, any award or other ruling is to be made by a majority. Failing a...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

Yunneng Wind Power Co. Limited successfully sought a Part 26A restructuring plan (RP), with the convening hearing in July 2023 and the sanction hearing in August 2023. The key points are set out below. Capitalised terms not defined here take the meanings assigned in the convening and sanction judgments. This Deal Debrief forms part of the Restructuring plans collection. For a fuller review of core metrics from RPs lodged in 2023, alongside commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Yunneng Wind Power Co....

Company number: [ insert company number ] [ insert company name ] [ Limited OR PLC ] (the Company) Agreement of members to adjournment of a general meeting We, the signatories, being [ all the members [ and the nominees of members ] OR a majority in number of the members [ and the nominees of members ] ], entitled to attend and vote at the general meeting of the Company convened at [ insert time ] on [ insert date ] at [ insert place ], hereby agree that the meeting shall be adjourned until [ [ insert time ] on [ insert date ] at [ insert place ] OR a time and place to be fixed by the directors of the Company ]. Dated: [ insert date ] Name of shareholder Signature [ insert name of shareholder ] ................................................................... [ insert name of shareholder ] .................................................................... [ insert further signature clauses as required ] ...

[ Date ] [ Grantor's name and Unique Taxpayer Reference (UTR) ] [ Grantee's name and UTR ] Election to apportion the price of fixtures under section 199 of the Capital Allowances Act 2001 This serves as formal notice of an election entered into under section 199 of the Capital Allowances Act 2001 (CAA 2001). This joint election is entered into by [ name of grantor ], acting as grantor (the Grantor), whose Unique Taxpayer Reference is [ UTR ], together with [ name of grantee ], acting as grantee (the Grantee), whose Unique Taxpayer Reference is [ UTR ], in relation to the property described as [ details of property and the address ], recorded at HM Land Registry with title number [ title number ] (the Property)...

Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] (the Company) Agreement of members to adjournment of the annual general meeting We, the signatories, being [ all the members [ and the nominees of members ] OR a majority in number of the members [ and the nominees of members ] ], entitled to be present and to vote at the annual general meeting of the Company arranged for [ insert time ] on [ insert date ] at [ insert place ], agree that the meeting shall stand adjourned until [ [ insert time ] on [ insert date ] at [ insert place ] OR a time and place to be determined by the directors of the Company ] . Dated: [ insert date ] Name of shareholder Signature [ insert name of shareholder ] ................................................................... [ insert name of shareholder ] .......................................................................

A charitable incorporated organisation (CIO) refers to a type of legal body accessible exclusively to charities. A CIO is regarded as created only after registration has been completed with the Charity Commission...

The Academies Act 2010 (AcA 2010) The Academies Act 2010 (AcA 2010) and regulations made under it authorise and set out provisions for the transfer of land from the local authority to the Academy Trust. Although Schedule 1 to the AcA 2010 permits an absolute transfer, guidance issued by the Department for Education in its Land Transfer Advice (April 2013) indicates that, in the overwhelming majority of instances, the transfer should ordinarily proceed by means of a 125-year lease to the Academy Trust, thereby safeguarding public land...

Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (CCR 2013), SI 2013/3134 Took effect on 13 June 2014, these rules govern the majority of agreements made between a ‘trader’ and a ‘consumer’. They set out clear general rights to cancel goods and services, including a longer ‘cooling‑off’ window for distance and off‑premises contracts—up to 14 days after delivery of the goods or conclusion of the contract (for services)—replacing the earlier seven calendar days...