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Connected and Associated: Insolvency and Pensions Law

By: David Pollard
Media of Connected and Associated: Insolvency and Pensions Law
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Published: 25-11-2021
Format: Hardback
Edition: 1st
Extent: 200
ISBN: 9781526519597
Imprint: Bloomsbury Professional
Dimensions: 248 x 156 mm
RRP : £95.00
 

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About Connected and Associated: Insolvency and Pensions Law

Connected and Associated: Insolvency and Pensions Law discusses, in detail, the meaning and scope of the 'connected', 'associated' and 'control' tests used in the Insolvency Act 1986. These are in sections 249 and 435, and are incorporated by reference in pensions legislation. It also looks at the linked connected person test in The Administration (Restrictions on Disposal etc. to Connected Persons) Regulations 2021.

Connected and Associated: Insolvency and Pensions Law will help you to:
- Decide whether a person is connected or associated with another under the insolvency test for the purposes of preferences, transactions at an undervalue, or voting in creditor meetings
- Decide whether there is a risk of falling within the potential target net for a contribution notice or financial support direction under the moral hazard powers of the Pensions Regulator in the Pensions Act 2004
- Check whether an investment by a pension scheme is within the limits on employer-related investment under the Pensions Act 1995
- Work out when a disposal by an administrator will be to a connected person
- Work out who satisfies the independence test for an evaluator
- Deal with connected person voting majorities in a creditor vote in a CVA and a Part A1 Moratorium
- Understand the implications of the Administration (Restriction on Disposal etc. to Connected Persons) Regulations 2021

Written by David Pollard, one of the leading experts in this field, this is the only in-depth review of the complex test for connected or associated persons and, as such, is an essential title for insolvency and pension lawyers, litigators, pension trustees, employers, investors, lenders and their advisers.

David Pollard is a leading and highly experienced lawyer in the insolvency and pensions fields and in related areas. He is a barrister, practising from Wilberforce Chambers in Lincoln's Inn, and previously practised for 37 years as a solicitor in London and Singapore. David's practice focuses on pensions law; insolvency law and; employment law (involving pensions). He was Chairman of the Association of Pension Lawyers (APL) from 2001 to 2003 and has been a vice chair of the Industrial Law Society.

Table Of Contents

ABBREVIATIONS AND GLOSSARY
PART 1: INTRODUCTION
1. Introduction
2. Outline: the 'connected' or 'associated' test
3. Why does being 'associated' or 'connected' matter?
PART 2: INTERPRETING SS239 AND 435
4. Interpretation Principles
5. Other statutes: defining control or associate?
6. Interpreting ss249 and 435: Hansard
7. Interpreting ss249 and 435: Cork Report and Scots law
8. What do the definitions mean? Who do they apply to?
PART 3: OVERVIEW OF WHEN CONNECTION, ASSOCIATION OR CONTROL IS USED
9. Insolvency legislation
10. Insolvency: Reversible transactions
11. Insolvency: CVAs and IVAs
12. Insolvency: Other provisions
13. Pensions legislation: Moral hazard provisions of the Pensions Act 2004
14. Pensions legislation: Employer-related investment
15. Pensions Schemes Bill 2019/20
16. Pensions legislation: other provisions
17. Interpretation: The rationale behind definitions in ss249 and 435
PART 4: CONNECTED
18. The terms 'connected' and 'associated': general
19. Who is connected?
PART 5: DIRECTORS, EMPLOYERS AND EMPLOYEES
20. Directors
21. Shadow directors and de facto directors
22. Common directorships - connected
23. Employers and employees
24. Officers and managers
PART 6: ASSOCIATES
25. Who is an associate?
26. Associate - individuals
27. Trusts and trustees – s435(5)
28. Partners – s435(3)
29. Limited liability partnerships (LLPs) – s 435(3A)
30. Capacity of association or connection?
31. Associate - companies
PART 7: CONTROL
32. “Control” as defined in s435(10)
PART 8: CONTROL THROUGH VOTING POWER - s435(10)(B)
33. Voting power – Unidare and Box Clever cases
34. Voting power – Nominees and custodians
35. Share mortgages
36. What is voting power 'at any general meeting'?
37. Are groups of shareholders aggregated for control purposes?
PART 9: CONTROL THROUGH 'DOMINATION' OF DIRECTORS - s435(10)(a)
38. Comparing s435(10)(a) with the shadow director definition in s251
39. What does “accustomed to act” mean?
40. Can advisers have 'control'? Is the shadow director test for advisers different from the control test?
41. Is 'domination' of a single director enough?
42. Appointors of nominee directors or board representatives
PART 10: CONTROL AFTER INSOLVENCY?
43. Is control lost if the company enters insolvency?
45. What is the effect if a company enters into an insolvency process?: example
46. Insolvency and 'Dominated' Directors – s435(10)(a)
47. Insolvency and 'voting power in any general meeting' – s435(10)(b)
48. Insolvency: Are any shareholder general meetings actually held?
49. Statutory trust on a liquidation
52. Administrative receivership: Box Clever
53. Look at term being defined?
54. Liquidation: Linter Textiles
55. Summary of position on “voting power” in insolvency
56. Application to examples
57. Backstop on impact of insolvency on Control
PART 11: MAIN CONCLUSIONS on Control
58. Section 435(10) control is important
PART 12: WHO IS NOT CONNECTED OR ASSSOCIATED?
59. Not connected or associated?
60. Share mortgages
61. Equitable mortgage
62. Legal mortgage
63. Ability to declare an event of default/acceleration?
64. Purchasers of companies or businesses – pension connections
PART 13: CVAS AND IVAS – CONNECTED CREDITORS
65. OPS Trustees as a connected creditor?
66. Is the OPS trustee connected with the CVA company?
67. OPS Trustee company as a connected creditor?
68. Individual OPS trustee board as a connected creditor
69. Impact of PPF powers under PA 2004, s137 on connection?
Appendix A: Legislation – ss249 and 435, IA 1986
Appendix B: Company Law Review Steering Group (2000)
Appendix C: What are the terms used for in the insolvency legislation?

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