����Ӱ��

View the related checklists about Undertaking (business)

Significant transactions—checklist for announcements

Significant transactions—checklist for announcements This checklist sets out the information that must be notified to a regulatory information service (RIS) by a company listed in the equity shares (commercial companies) category in relation to a significant transaction as provided in UKLR 7.3 of the UK Listing Rules (UKLR). A significant transaction under the UKLR is a transaction where any percentage ratio is 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following information must be notified to a RIS as soon as possible after the terms of a significant transaction are agreed: UKLR reference Details UKLR 7.3.1R (2)(a) Statement as to why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4) Where the notification relates to aggregated transactions, an explanation as to why the transactions have been aggregated, having regard to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b) Overview of the transaction and the company’s reasons for entering into it, including the information below. UKLR 7 Annex 2, 1.1 R (1) Details of the transaction, including...

View the related practice notes about Undertaking (business)

Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) and share incentives

Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) and share incentives The purpose of this Practice Note is to explain the key issues that arise in relation to employee share schemes on a transaction to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 apply. TUPE—Key Provisions TUPE 2006, SI 2006/246 applies where there is a ‘relevant transfer’. In very broad terms, this covers two key situations: • ‘business transfers’, ie a transfer of an undertaking, business or part of an undertaking or business, situated immediately before the transfer in the UK to another person where there is a transfer of an economic entity which retains its identity • ‘a service provision change’ involving a change in the provider of a service, ie a client ‘outsourcing’ work to a contractor, bringing work back in-house or re-assigning that work to another contractor where certain conditions are satisfied If TUPE 2006, SI 2006/246 applies, it: • automatically transfers all the employees assigned to the undertaking together...

Money Laundering Regulations 2017—client due diligence—law firms

Money Laundering Regulations 2017—client due diligence—law firms This Practice Note provides guidance on client due diligence (CDD) which is a central pillar of the anti-money laundering (AML) and counter-terrorist financing (CTF) regime. CDD requirements underpin the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended. Counter-proliferation financing is the most recent addition to the long-established AML and CTF regime. Requirements in relation to counter-proliferation financing were introduced through amendments to the MLR 2017 and include in relation to systems and controls, risk assessment, etc. No specific counter-proliferation financing requirements were added in relation to CDD, and existing CDD provisions in the MLR 2017 were not amended to include mention of proliferation financing. As things stand, therefore, counter-proliferation financing is not covered in this Practice Note. For more information, see Practice Note: Counter-proliferation financing—CPF—the basics. Where the MLR 2017 apply, conducting CDD is an absolute requirement. It is not in itself subject to the risk-based approach. Certain components of...

View the related precedents about Undertaking (business)

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

Share purchase agreement—pro-buyer—individual sellers—conditional—long form

Share purchase agreement—pro-buyer—individual sellers—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in Schedule 1 (together the Sellers), and 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [Insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), [(each of the Sellers and the Buyer being a Party and together the Sellers and the Buyer are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in[ England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 2, Part A. (B) The Sellers are the legal and beneficial owners of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company. (C) The Sellers have agreed to sell and the...

View the related q&as about Undertaking (business)

Can a limited partner of a private fund limited partnership (PFLP) also be the sole director and shareholder of the PFLP's general partner?

Can a limited partner of a private fund limited partnership (PFLP) also be the sole director and shareholder of the PFLP's general partner? For the purposes of this Q&A, it is assumed that: • the relevant private fund limited partnership (PFLP) is established in England • the PFLP’s general partner is appointed as the relevant authorised person to manage the PFLP under the Financial Services and Markets Act 2000 (FSMA 2000) • the PFLP is a collective investment scheme (CIS) as defined in FSMA 2000, s 235 Limited liability status Where a limited partner of a PFLP also serves as the sole shareholder and director of the PFLP’s general partner (GP), this may have an impact on the limited liability status of the limited partner concerned. A key feature of limited partnerships, including PFLPs, is that their limited partners enjoy limited liability status, provided that such limited partners do not participate in the management of the limited partnership business. Where the limited partner in question is the sole shareholder and...

A local authority employs 20 people with disabilities through a scheme to help them work in various 'host' organisations, paying a salary to the employees and receiving a small contribution from the host organisations. The substantial cost to the local authority is no longer affordable. What is the best way to resolve this situation?

A local authority employs 20 people with disabilities through a scheme to help them work in various 'host' organisations, paying a salary to the employees and receiving a small contribution from the host organisations. The substantial cost to the local authority is no longer affordable. What is the best way to resolve this situation? This enquiry comprises two questions: • whether, if the host organisations were to decide to employee the employees directly, this would be a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (TUPE 2006) • whether, if the local authority were to decide to terminate the employment of the employees, the dismissals would be for redundancy or 'some other substantial reason' (SOSR) justifying the decision to dismiss These issues are considered below. TUPE transfer TUPE 2006 applies when there is a 'relevant transfer'. This covers: • a business transfer: a transfer of an undertaking, business or part of an undertaking or business, situated immediately before the transfer in...

View the related News about Undertaking (business)

Federatie Nederlandse Vakbeweging (Pre-pack procedure)

The operative part of the judgment:

EU law and protection of pension benefits on transfers subject to insolvency proceedings under German national law (EM v TMD Friction, FL v TMD Friction EsCo)

Pensions analysis: In TMD Friction, the Court of Justice decided in the context of German national law on the transfer of undertakings subject to insolvency proceedings by the insolvency practitioner. The Acquired Rights Directive does not preclude national law which provides that the transferee is not liable for that portion of transferring employee’s rights under an occupational pension scheme when they become eligible at a later date as corresponded to accruals before the insolvency event, provided that in respect of those rights not transferred, they are protected at a level at least equivalent to the level of protection under the Insolvency Protection Directive 2008 (namely at least half of accrued retirement pension rights).This however is unlikely to have any practical impact on practitioners in respect of UK occupational pension schemes for the reasons set out below. Written by Oliver Hilton, barrister, at Radcliffe Chambers.

View the latest UK Parliament Acts documents on Undertaking (business)

1161 Meaning of “undertaking” and related expressions

(1)     In the Companies Acts “undertaking” means—(a)     a body corporate or partnership, or(b)     an unincorporated association carrying on a trade or business, with or without a view to profit.(2)     In the Companies Acts references to shares—(a)     in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and(b)     in relation to an undertaking without capital, are to interests—(i)     conferring any right to share in the profits or liability to contribute to the losses

1162 Parent and subsidiary undertakings

(1)     This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of the Companies Acts.(2)     An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—(a)     it holds a majority of the voting rights in the undertaking, or(b)     it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or(c)     it has the right to exercise a dominant influence over the undertaking—(i)     by virtue of provisions contained in the undertaking's articles, or(ii)