Associate

This term has different meanings depending on its context:

  • In the context of sections 344, 936 and 1151 of the Companies Act 2006 (independence requirement) in relation to an individual, it means the individual's spouse, civil partner, minor child, stepchild, body corporate of which the individual is a director ( www.practicallaw.com/A34876) or any employee or partner of the individual. In relation to a body corporate, it means any body corporate of which that body is a director, a body corporate of the same group as that body or any employee or partner of that body or a body corporate in the same group. In relation to a partnership that is a legal person under the law by which it is governed, it means any body corporate of which that partnership is a director, an employee of or partner in that partnership and any person who is an associate of a partner in that partnership. In relation to a partnership that is not a legal person under the law by which it is governed, it means any person who is an associate of any of the partners (see sections 345, 937 and 1152, Companies Act 2006).

  • In the context of Chapter 3 of Part 28 of the Companies Act 2006 (squeeze-out and sell-out), in relation to an offeror, it means a nominee of the offeror; a holding company, subsidiary or fellow subsidiary of the offeror or a nominee of such a holding company, subsidiary or fellow subsidiary; a body corporate in which the offeror is substantially interested; a person who is, or is a nominee of, a party to a share acquisition agreement with the offeror; or (where the offeror is an individual) his spouse or civil partner and any minor child or stepchild of his.

  • In the context of the Insolvency Act 1986, in relation to an individual, it means the individual's spouse or relative (including brothers, sisters, uncles, aunts, nephews, nieces, and former or reputed spouse), or the spouse of a relative of the individual or the individual's spouse. In relation to a partnership, it means any person with whom the person is in partnership, the spouse or relative of any individual with whom he is in partnership. The term also includes an employee or employer. A company may be an associate of another company if the same person has control of both, or a person has control of one and his associates have control of the other (section 435, Insolvency Act 1986).

  • In the City Code on Takeovers and Mergers ( www.practicallaw.com/A34660), until 19 April 2010, this term was used in relation to the disclosure of dealings under Rule 8 and in that context it was intended to cover all persons (whether or not acting in concert ( www.practicallaw.com/A35770)) who directly or indirectly owned or dealt in the shares of the bidder or the target in an offer and who had (in addition to their normal interests as shareholders) an interest or potential interest, whether commercial, financial or personal, in the outcome of the offer. They normally included members of the same group and associated companies, holders of 5% of the equity or voting share capital or convertibles of the relevant party as well as the relevant party's pension funds, directors and advisers.

  • In the context of financial conduct (including the definition of "associate" in the Listing Rules ( www.practicallaw.com/7-107-6774) ), the glossary to the FCA Handbook ( www.practicallaw.com/5-107-6609) sets out the full definition of this term. When considering this term in the context of financial services, reference should be made to the FCA Handbook glossary definition of associate.

  • In the context of tax, the term is used in the legislation relating to close companies ( www.practicallaw.com/4-107-5926) in Part 10 of the Corporation Tax Act 2010. In relation to a person (P), associate means:

    • any relative or partner of P;

    • the trustees of any settlement in relation to which P is a settlor;

    • the trustees of any settlement in relation to which any relative of P is or was a settlor;

    • if P has an interest in any shares or obligations of a company which are subject to any trust, the trustees of that trust;

    • if P is a company and has an interest in any shares or obligations of a company which are subject to a trust, any other company which has an interest in those shares or obligations;

    • if P has an interest in any shares or obligations of a company which are part of the estate of a deceased person, the personal representatives of the deceased; or

    • if P is a company and has an interest in any shares or obligations of a company which are part of the estate of a deceased person, any other company which has an interest in those shares.

    (Section 448, Corporation Tax Act 2010.)

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