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?.

Abstract freely available; full-text restricted to individual document purchasers.

"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."-- Provided by publisher.

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