Textual Amendments
F1S. 421A inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1), Sch. 1 para. 212(3) (with arts. 6, 11, 12)
(1)In this Act [F3, except in Chapter 1A of Part 18,]“controller”, in relation to an undertaking (“A”), means a person who falls within any of the cases in subsection (2).
(2)The cases are where the person—
(a)holds 10% or more of the shares in A;
(b)is able to exercise significant influence over the management of A by virtue of his shareholding in A;
(c)holds 10% or more of the shares in a parent undertaking (“P”) of A;
(d)is able to exercise significant influence over the management of P by virtue of his shareholding in P;
(e)is entitled to exercise, or control the exercise of, 10% or more of the voting power in A;
(f)is able to exercise significant influence over the management of A by virtue of his voting power in A;
(g)is entitled to exercise, or control the exercise of, 10% or more of the voting power in P; or
(h)is able to exercise significant influence over the management of P by virtue of his voting power in P.
(3)In subsection (2) “the person” means—
(a)the person;
(b)any of the person’s associates; or
(c)the person and any of his associates.
(4)“Associate”, in relation to a person (“H”) holding shares in an undertaking (“C”) or entitled to exercise or control the exercise of voting power in relation to another undertaking (“D”), means—
(a)the spouse [F4or civil partner] of H;
(b)a child or stepchild of H (if under 18);
(c)the trustee of any settlement under which H has a life interest in possession (or in Scotland a life interest);
(d)an undertaking of which H is a director;
(e)a person who is an employee or partner of H;
(f)if H is an undertaking—
(i)a director of H;
(ii)a subsidiary undertaking of H;
(iii)a director or employee of such a subsidiary undertaking; and
(g)if H has with any other person an agreement or arrangement with respect to the acquisition, holding or disposal of shares or other interests in C or D or under which they undertake to act together in exercising their voting power in relation to C or D, that other person.
(5)“Settlement”, in subsection (4)(c), includes any disposition or arrangement under which property is held on trust (or subject to a comparable obligation).
(6)“Shares”—
(a)in relation to an undertaking with a share capital, means allotted shares;
(b)in relation to an undertaking with capital but no share capital, means rights to share in the capital of the undertaking;
(c)in relation to an undertaking without capital, means interests—
(i)conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking; or
(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
(7)“Voting power”, in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of the undertaking to direct the overall policy of the undertaking or alter the terms of its constitution.
Textual Amendments
F3Words in s. 422(1) inserted (1.4.2007 for certain purposes and 1.11.2007 otherwise) by The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007 (S.I. 2007/126), regs. 1(2), 3(5), Sch. 5 para. 20
F4Words in s. 422(4)(a) inserted (5.12.2005) by Civil Partnership Act 2004 (c. 33), ss. 261(1), 263(10)(b), Sch. 27 para. 165; S.I. 2005/3175, art. 2(1)(2), Sch. 1