Change 1 Article Choose an article Title and introductory text 1A The Financial Conduct Authority 1B The FCA's general duties 1C The consumer protection objective 1D The integrity objective 1E The competition objective 1EB Competitiveness and growth objective 1F Meaning of “relevant markets” in strategic objective 1G Meaning of “consumer” 1H Further interpretative provisions for sections 1B to 1G 1I Meaning of “the UK financial system” 1IA Modifications applying if core activity not regulated by PRA 1J Power to amend objectives 1JA Recommendations by Treasury in connection with general duties 1K Guidance about objectives 1L Supervision, monitoring and enforcement 1M The FCA's general duty to consult 1MA Composition of Panels 1N The FCA Practitioner Panel 1O The Smaller Business Practitioner Panel 1P The Markets Practitioner Panel 1Q The Consumer Panel 1QA The Listing Authority Advisory Panel 1R Duty to consider representations made by the Panels 1RA Statement of policy on panel appointments 1RB Requirements in connection with public consultations 1S Reviews 1T Right to obtain documents and information 2A The Prudential Regulation Authority 2AB Functions of the PRA 2B The PRA's general objective 2C Insurance objective 2D Power to provide for additional objectives 2E Strategy 2F Interpretation of references to objectives 2G Limit on effect of sections 2B to 2D 2H Secondary objectives and duty to have regard to regulatory principles 2I Guidance about objectives 2J Interpretation of Chapter 2 2K Arrangements for supervision of PRA-authorised persons 2L The PRA's general duty to consult 2LA Composition of Panels 2M The PRA Practitioner Panel 2MA The Insurance Practitioner Panel 2N Duty to consider representations 2NA Statement of policy on panel appointments 2NB Requirements in connection with public consultations 2O Reviews 2P Right to obtain documents and information 3A Meaning of “regulator” 3B Regulatory principles to be applied by both regulators 3C Duty to follow principles of good governance 3D Duty of FCA and PRA to ensure co-ordinated exercise of functions 3E Memorandum of understanding 3F With-profits insurance policies 3G Power to establish boundary between FCA and PRA responsibilities 3H Parliamentary control of orders under section 3G 3I Power of PRA to require FCA to refrain from specified action 3J Power of PRA in relation to with-profits policies 3K Revocation of directions under section 3I or 3J 3L Further provisions about directions under section 3I or 3J 3M Directions relating to consolidated supervision of groups 3N Revocation of directions under section 3M 3O Further provisions about directions under section 3M 3P Consultation by regulator complying with direction 3Q Co-operation by FCA ... with Bank of England 3R Arrangements for provision of services 3RA Duty of FCA and PRA to review rules 3RB Statement of policy relating to review of rules 3RC Requirement to review specified rules 3RD Report on certain reviews 3RE Power of Treasury to require making of rules by regulations 3S The consumer financial education body 3T Interpretation 19 The general prohibition. 20 Authorised persons acting without permission. 21 Restrictions on financial promotion. 22 Regulated activities 22A Designation of activities requiring prudential regulation by PRA 22B Parliamentary control in relation to certain orders under section 22A 23 Contravention of the general prohibition or section 20(1) or (1A). 23A Parliamentary control in relation to certain orders under section 23 24 False claims to be authorised or exempt. 25 Contravention of section 21. 26 Agreements made by unauthorised persons. 26A Agreements relating to credit 27 Agreements made through unauthorised persons. 28 Agreements made unenforceable by section 26 or 27: general cases. 28A Credit-related agreements made unenforceable by section 26, 26A or 27 28B Decisions under section 28A: procedure 29 Accepting deposits in breach of general prohibition. 30 Enforceability of agreements resulting from unlawful communications. 31 Authorised persons. 32 Partnerships and unincorporated associations. 33 Withdrawal of authorisation .... 34 EEA firms. 35 Treaty firms. 36 Authorised open-ended investment companies 37 Exercise of EEA rights by UK firms. 38 Exemption orders. 39 Exemption of appointed representatives. 39A Certain tied agents operating outside United Kingdom 55A Application for permission 55B The threshold conditions 55C Power to amend Schedule 6 55D Firms based outside the United Kingdom 55E Giving permission: the FCA 55F Giving permission: the PRA 55G Giving permission: special cases 55H Variation by FCA at request of authorised person 55I Variation by PRA at request of authorised person 55J Variation or cancellation on initiative of regulator 55JA Variation or cancellation on initiative of FCA: additional power 55K Investment firms: particular conditions that enable cancellation 55KA Insurance undertakings, reinsurance undertakings and third-country insurance undertakings: particular conditions that enable cancellation 55L Imposition of requirements by FCA 55M Imposition of requirements by PRA 55N Requirements under section 55L or 55M: further provisions 55NA General requirement relating to financial promotion approval 55NB Section 55NA: power to provide for exemptions 55O Imposition of requirements on acquisition of control 55P Prohibitions and restrictions 55PA Assets requirements imposed on insurance undertakings or reinsurance undertakings 55PB Requirements relating to general meetings 55Q Exercise of power in support of overseas regulator 55R Persons connected with an applicant 55S Duty of FCA or PRA to consider other permissions 55T Persons whose interests are protected 55U Applications under this Part 55V Determination of applications 55W Applications under this Part: communications between regulators 55X Determination of applications: warning notices and decision notices 55XA Applications relating to administering a benchmark 55Y Exercise of own-initiative power: procedure 55Z Cancellation of Part 4A permission or permission under section 55NA: procedure 55Z1 Notification of ESMA 55Z2 Notification of EBA 55Z2A Notification of the European bodies 55Z3 Right to refer matters to the Tribunal 55Z4 Interpretation of Part 4A 56 Prohibition orders. 57 Prohibition orders: procedure and right to refer to Tribunal. 58 Applications relating to prohibitions: procedure and right to refer to Tribunal. 59 Approval for particular arrangements. 59ZA Senior management functions 59ZB Designated senior management functions 59A Specifying functions as controlled functions: supplementary 59AB Specifying functions as controlled functions: transitional provision 59B Role of FCA in relation to PRA decisions 60 Applications for approval. 60A Vetting of candidates by ... authorised persons 61 Determination of applications. 62 Applications for approval: procedure and right to refer to Tribunal. 62A Changes in responsibilities of senior managers 63 Withdrawal of approval. 63ZA Variation of senior manager's approval at request of ... authorised person 63ZB Variation of senior manager's approval on initiative of regulator 63ZC Exercise of power under section 63ZB: procedure 63ZD Statement of policy relating to conditional approval and variation 63ZE Statement of policy: procedure 63A Power to impose penalties 63B Procedure and right to refer to Tribunal 63C Statement of policy 63D Statement of policy: procedure 63E Certification of employees by ... authorised persons 63F Issuing of certificates 64 Conduct: statements and codes. 65 Statements and codes: procedure. 64A Rules of conduct 64B Rules of conduct: responsibilities of ... authorised persons 64C Requirement for ... authorised persons to notify regulator of disciplinary action 66 Disciplinary powers. 66A Misconduct: action by the FCA 66B Misconduct: action by the PRA 67 Disciplinary measures: procedure and right to refer to Tribunal. 68 Publication. 69 Statement of policy. 70 Statements of policy: procedure. 71 Actions for damages. 71A Meaning of “relevant authorised person” 71B Removal of directors and senior executives 71C Temporary manager 71D Sections 71B and 71C: conditions 71E Temporary manager: further provisions in relation to the appointment 71F Temporary manager: instrument of appointment 71G Right to refer matters to the Tribunal 71H Removal of directors and senior executives and appointment of temporary manager: procedure 71I Sections 71B to 71H: interpretation 71K Designated activities 71L Restrictions on carrying on of designated activities 71M Designated activity regulations: general 71N Designated activities: rules 71O Designated activities: directions 71P Designated activities: liability 71Q Designated activities: enforcement 71R Designated activities and rules: connected amendments 71S Designated activities regulations: Parliamentary control 71T Meaning of “relevant designated activity” and “relevant Part 5A requirement” 71U Meaning of “relevant Part 5A direction” for purposes of this Chapter 71V Procedure for giving, varying or revoking relevant Part 5A direction 71W Application for variation or revocation of relevant Part 5A direction 71X Determination of application under section 71W 71Y Relevant Part 5A direction: right to refer to Tribunal 72 The competent authority. 73 General duty of the competent authority. 73A Part 6 Rules 74 The official list. 75 Applications for listing. 76 Decision on application. 77 Discontinuance and suspension of listing. 78 Discontinuance or suspension: procedure. 78A Discontinuance or suspension at the request of the issuer: procedure 79 Listing particulars and other documents. 80 General duty of disclosure in listing particulars. 81 Supplementary listing particulars. 82 Exemptions from disclosure. 83 Registration of listing particulars. 84 Matters which may be dealt with by prospectus rules 85 Contravention of prohibition relating to public offer of securities 86 Exempt offers to the public and admissions to trading 87 Election to have prospectus 87A Criteria for approval of prospectus by FCA 87B Exemptions from disclosure 87C Consideration of application for approval 87D Procedure for decision to refuse an application for approval 87E Transfer by FCA of application for approval 87F Transfer to FCA of application for approval 87FA Final terms 87FB Communication of final terms by FCA 87G Supplementary prospectus 87H Prospectus approved in another EEA State 87I Provision of information to host Member State 87J Requirements imposed as condition of approval 87JA Power to suspend scrutiny of prospectus 87JB Power to refuse approval of a prospectus 87K Power to suspend , restrict or prohibit offer to the public 87L Power to suspend , restrict or prohibit admission to trading on a regulated market 87LA Power of FCA to suspend or prohibit trading on a trading facility 87M Public censure of issuer 87N Right to refer matters to the Tribunal 87O Procedure under sections 87JA, 87K, 87L and 87LA 87P Exercise of powers at request of competent authority of another EEA State 87Q Right of investor to withdraw 87R Register of investors 88 Sponsors. 89 Public censure of sponsor. 88A Disciplinary powers: contravention of s.88(3)(c) or (e) 88B Action under s.88A: procedure and right to refer to Tribunal 88C Action under s.88A: statement of policy 88D Statement of policy under s.88C: procedure 88E Powers exercisable to advance operational objectives 88F Action under s.88E: procedure 89A Transparency rules 89B Provision of voteholder information 89C Provision of information by issuers of transferable securities 89D Notification of voting rights held by issuer 89E Notification of proposed amendment of issuer's constitution 89F Transparency rules: interpretation etc 89G Transparency rules: other supplementary provisions 89H FCA's power to call for information 89I Requirements in connection with call for information 89J Power to call for information: supplementary provisions 89K Public censure of issuer 89L Power to suspend or prohibit trading of securities 89M Procedure under section 89L 89N Right to refer matters to the Tribunal 89NA Voting rights suspension orders 89O Corporate governance rules 89P Primary information providers 89Q Disciplinary powers: contravention of s.89P(4)(b) or (d) 89R Action under s.89Q: procedure and right to refer to Tribunal 89S Action under s.89Q: statement of policy 89T Statement of policy under s.89S: procedure 89U Powers exercisable to advance operational objectives 89V Action under s.89U: procedure 89W Storage of regulated information 90 Compensation for statements in listing particulars ... 90ZA Liability for key investor information 90A Liability of issuers in connection with published information 90B Power to make further provision about liability for published information 91 Penalties for breach of Part 6 rules 92 Procedure. 93 Statement of policy. 94 Statements of policy: procedure. 95 Competition scrutiny. 96 Obligations of issuers of listed securities. 96A Disclosure of information requirements 96B Disclosure rules: persons responsible for compliance 96C Suspension of trading 97 Appointment by FCA of persons to carry out investigations. 97A Reporting of infringements 98 Advertisements etc. in connection with listing applications. 99 Fees. 100 Penalties. 100A Exercise of powers where UK is host member state 101 Listing rules: general provisions. 102 Exemption from liability in damages. 102A Meaning of “securities” etc. 102B Meaning of “offer of transferable securities to the public” etc. 102C Meaning of “home State” in relation to transferable securities 103 Interpretation of this Part 103A Meaning of “the appropriate regulator” 104 Control of business transfers. 105 Insurance business transfer schemes. 106 Banking business transfer schemes. 106A Reclaim fund business transfer scheme 106B Ring-fencing transfer scheme 107 Application for order sanctioning transfer scheme. 108 Requirements on applicants. 109 Scheme reports: insurance business transfer schemes 109A Scheme reports: ring-fencing transfer schemes 110 Right to participate in proceedings. 111 Sanction of the court for business transfer schemes. 112 Effect of order sanctioning business transfer scheme. 112ZA Duty of regulator to provide copy of order 112A Rights to terminate etc. 113 Appointment of actuary in relation to reduction of benefits. 114 Rights of certain policyholders. 114A Notice of transfer of reinsurance contracts 115 Certificates for purposes of insurance business transfers overseas. 116 Effect of insurance business transfers authorised in other EEA States. 117 Power to modify this Part. 117A Pension schemes to which this Part applies 117B Unilateral changes 117C Effect of transfer of pension pot on membership of scheme etc 117D Best interests test 117E Certification by independent person 117F Unilateral change notice 117G Further duties to make FCA general rules 117H Treasury regulations 117I Interpretation of Part 118 Market abuse. 118A Supplementary provision about certain behaviour 118B Insiders 118C Inside information 119 The code. 120 Provisions included in the FCA's code by reference to the City Code. 121 Codes: procedure. 122 Effect of the code. 122A Power to require information from issuers 122B General power to require information 122C Power to require information: supplementary 122D Entry of premises under warrant 122E Retention of documents taken under section 122D 122F Offences 122G Publication of information and corrective statements by issuers 122H Publication of corrective statements generally 122HA Publication of corrective statements relating to benchmarks 122I Power to suspend trading in financial instruments 122IA Power to suspend auctioning of auctioned products on a recognised auction platform 123 Power to impose penalties or issue censure 123A Power to prohibit individuals from managing or dealing 123B Suspending permission to carry on regulated activities etc 123C Exercise of administrative sanctions 124 Statement of policy. 125 Statement of policy: procedure. 126 Warning notices. 127 Decision notices and right to refer to Tribunal. 127A Consultation with the PRA in relation to administrative sanctions 128 Suspension of investigations. 129 Power of court to impose administrative sanctions in cases of market abuse 130 Guidance. 130A Interpretation and supplementary provision 131 Effect on transactions. 131A Protected Disclosures 131AA Reporting of infringements 131AB Interpretation 131AC Meaning of “persons closely associated” in the market abuse regulation 131AD Individual liability in respect of legal persons under Articles 8 and 12 of the market abuse regulation 131AE Liability for contraventions of Article 14 or 15 of the market abuse regulation 131M Overview 131N Cash access services and coordination arrangements 131O Current accounts and relevant current account providers 131P Cash access policy statement 131Q Provision of reports to assist the Treasury 131R Designation 131S Designation criteria 131T Cancellation or variation of a designation notice 131U Purpose for which FCA must exercise functions under this Part 131V FCA rules 131W Power to direct designated persons 131X Procedure for directions 131Y Information gathering and investigations 131Z Disciplinary measures 131Z1 Costs of supervision 131Z2 Exclusion and modification of other FCA duties 132 The Financial Services and Markets Tribunal. 133 Proceedings before Tribunal: general provision 133A Proceedings before Tribunal: decision and supervisory notices, etc. 133B Offences 134 Legal assistance scheme. 135 Provisions of the legal assistance scheme. 136 Funding of the legal assistance scheme. 137 Appeal on a point of law. 137A The FCA's general rules 137AA The FCA's general rules: Gibraltar 137B FCA general rules: clients' money, right to rescind etc. 137C FCA general rules: cost of credit and duration of credit agreements 137D FCA general rules: product intervention 137E Orders under s.137D(1)(b) 137F Rules requiring participation in benchmark 137FA FCA general rules: disclosure of information about pension scheme transaction costs etc 137FAA FCA general rules: pensions dashboards 137FAB Pensions dashboards: further provision 137FAC Sections 137FAA and 137FAB: supplementary 137FB FCA general rules: disclosure of information about the availability of pensions guidance 137FBA FCA general rules: advice about transferring or otherwise dealing with annuity payments 137FBB FCA general rules: early exit pension charges 137FBC FCA general rules: regulation of consolidator pension schemes 137FC FCA rules: disclosure of information about the availability of financial guidance 137FD FCA general rules: charges for claims management services 137G The PRA's general rules 137GA The PRA's general rules: Gibraltar 137H General rules about remuneration 137I Remuneration policies: Treasury direction to consider compliance 137J Rules about recovery plans: duty to consult 137K Rules about resolution packs: duty to consult 137L Interpretation of sections 137J and 137K 137M Special provision relating to adequacy of resolution plans 137N Recovery plans and resolution packs: restriction on duty of confidence 137O Threshold condition code 137P Control of information rules 137Q Price stabilising rules 137R Financial promotion rules 137S Financial promotion rules: directions given by FCA 137SA Rules to recover expenses relating to the Money and Pensions Service 137SB Rules to recover debt advice expenses incurred by the devolved authorities 137T General supplementary powers 138A Modification or waiver of rules 138B Publication of directions under section 138A 138BA Disapplication or modification of rules in individual cases 138C Evidential provisions 138D Actions for damages 138E Limits on effect of contravening rules 138EA Matters to consider when making rules 138F Notification of rules 138G Rule-making instruments 138H Verification of rules 138I Consultation by the FCA 138IA FCA Cost Benefit Analysis Panel 138IB Statement of policy in relation to cost benefit analyses 138J Consultation by the PRA 138JA PRA Cost Benefit Analysis Panel 138JB Statement of policy in relation to cost benefit analyses 138K Consultation: mutual societies 138L Consultation: general exemptions 138M Consultation: exemptions for temporary product intervention rules 138N Temporary product intervention rules: statement of policy 138O Statement of policy under section 138N: procedure 138P Technical standards 138Q Standards instruments 138R Treasury approval 138S Application of Chapters 1 and 2 139A Power of the FCA to give guidance 139B Notification of FCA guidance to the Treasury 140A Interpretation 140B Advice about effect of regulating provision or practice 140C Consultation with regulator 140D Investigation powers of CMA 140E Publication by CMA of section 140B advice 140F Duty of CMA to send report to regulator 140G Duty of regulator to publish response 140H Role of the Treasury 141A Power to make consequential amendments of references to rules etc. 141B Power to consequentially amend enactments 142A “Ring-fenced body” 142B Core activities 142C Core services 142D Excluded activities 142E Power of Treasury to impose prohibitions 142F Orders under section 142A, 142B, 142D or 142E 142G Ring-fenced bodies not to carry on excluded activities or contravene prohibitions 142H Ring-fencing rules 142I Powers of Treasury in relation to ring-fencing rules 142J Review of ring-fencing rules etc 142K Cases in which group restructuring powers become exercisable 142L Group restructuring powers 142M Procedure: preliminary notices 142N Procedure: warning notice and decision notice 142O References to Tribunal 142P Subsequent variation of requirement or direction 142Q Consultation etc. between regulators 142R Relationship with regulators' powers under Parts 4A and 12A 142S Power to impose penalty or issue censure 142T Procedure and right to refer to Tribunal 142U Duty on publication of statement 142V Imposition of penalties under section 142S: statement of policy 142W Pension liabilities 142X Further interpretative provisions for section 142W 142Y Power of Treasury in relation to loss-absorbency requirements 142Z Affirmative procedure in relation to certain orders under Part 9B 142Z1 Interpretation of Part 9B 143A FCA investment firms 143B Other terms used in this Part 143C Duty to make rules applying to FCA investment firms 143D Duty to make rules applying to parent undertakings 143E Powers to make rules applying to parent undertakings 143F Part 9C rules 143G Matters to consider when making Part 9C rules 143H Explanation to accompany consultation on rules 143I Exceptions from sections 143G and 143H 143J Requirement to have UK parent undertaking 143K Imposition of requirements on non-authorised parent undertakings 143L Applications under section 143K 143M Determination of applications under section 143K 143N Refusal of applications under section 143K 143O Exercise of own-initiative power under section 143K 143P Right to refer matters to the Tribunal 143Q Assets requirements 143R Managers of non-authorised parent undertakings 143S Part 9C prohibition orders 143T Procedure for making a Part 9C prohibition order 143U Varying and withdrawing a Part 9C prohibition order 143V Offence of breaching a Part 9C prohibition order 143W Disciplinary measures 143X Procedure for disciplinary measures 143Y Statement of policy for penalties under section 143W 143Z Procedure for statement of policy 144A CRR rules 144B Terms used in this Part 144C Matters to consider when making CRR rules 144D Explanation to accompany consultation on CRR rules 144E Exceptions from sections 144C and 144D etc 144F Power to consequentially amend enactments 144G Disapplication or modification of CRR rules in individual cases 144H Relationship with the capital requirements regulation 165 Regulators power to require information : authorised persons etc. 165A PRA's power to require information: financial stability 165B Safeguards etc in relation to exercise of power under section 165A 165C Orders under section 165A(2)(d) 166 Reports by skilled persons. 166A Appointment of skilled person to collect and update information 167 Appointment of persons to carry out general investigations. 168 Appointment of persons to carry out investigations in particular cases. 169 Investigations etc. in support of overseas regulator. 169A Support of overseas regulator with respect to financial stability 170 Investigations: general. 171 Powers of persons appointed under section 167. 172 Additional power of persons appointed as a result of section 168(1) , (4) or (4B). 173 Powers of persons appointed as a result of section 168(2). 174 Admissibility of statements made to investigators. 175 Information and documents: supplemental provisions. 176 Entry of premises under warrant. 176A Retention of documents taken under section 176 177 Offences. 177A Interpretation of Part 11 178 Obligation to notify the appropriate regulator: acquisitions of control 179 Requirements for section 178 notices 180 Acknowledgment of receipt 181 Acquiring control 182 Increasing control 183 Reducing or ceasing to have control 184 Disregarded holdings 185 Assessment: general 186 Assessment criteria 187 Approval with conditions 187A Assessment: consultation by PRA with FCA 187B Assessment: consultation by FCA with PRA 187C Variation etc of conditions 188 Assessment: consultation with EC competent authorities 189 Assessment: Procedure 190 Requests for further information 190A Assessment and resolution 191 Duration of approval 191A Objection by the appropriate regulator 191B Restriction notices 191C Orders for sale of shares 191D Obligation to notify the appropriate regulator: dispositions of control 191E Requirements for notices under section 191D 191F Offences under this Part 191G Interpretation 192 Power to change definitions of control etc. 192A Meaning of “qualifying authorised person” 192B Meaning of “qualifying parent undertaking” 192C Power to direct qualifying parent undertaking 192D Requirements that may be imposed 192E Direction: procedure 192F Consultation between regulators 192G References to Tribunal 192H Statement of policy: directions under section 192C 192I Statement of policy relating to directions: procedure 192J Rules requiring provision of information by parent undertakings 192JA Rules applying to parent undertakings of ring-fenced bodies 192JB Rules requiring parent undertakings to facilitate resolution 192K Power to impose penalty or issue censure 192L Procedure and right to refer to Tribunal 192M Duty on publication of statement 192N Imposition of penalties under section 192K: statement of policy 192O Interpretation 192P Requirement for approval 192Q Application for approval or exemption 192R Grant of approval 192S Regulator’s duty to monitor 192T Measures 192U Directions: procedure 192V Rules imposing consolidated or sub-consolidated requirements 192W Consultation between regulators 192X References to Tribunal 192XA Rules applying to holding companies 192XB Procedural provision 192XC Disapplication or modification of rules in individual cases 192Y Power to impose penalty or issue censure 192Z Procedure and right to refer to Tribunal 192Z1 Duty on publication of statement 192Z2 Directions and penalties: statement of policy 192Z3 Statement of policy relating to directions: procedure 193 Interpretation of this Part. 194 General grounds on which power of intervention is exercisable. 194A Contravention by relevant EEA firm with UK branch of requirement under markets in financial instruments directive: appropriate regulator primarily responsible for securing compliance 194B Contravention by relevant EEA firm of requirement in capital requirements directive or capital requirements regulation 194C Contravention by relevant EEA firm with UK branch of requirement in mortgages directive: appropriate regulator primarily responsible for securing compliance 194D Contravention by relevant EEA firm of requirement in insurance distribution directive: appropriate regulator primarily responsible for securing compliance 195 Exercise of power in support of overseas regulator. 195A Contravention by relevant EEA firm , EEAUCITS or EEAAIFM of directive requirements: home state regulator primarily responsible for securing compliance 195B Contravention by relevant EEA firm of requirement in mortgages directive: home state regulator primarily responsible for securing compliance 195C Contravention by relevant EEA firm of requirement in insurance distribution directive: home state regulator primarily responsible for securing compliance 196 The power of intervention. 197 Procedure on exercise of power of intervention. 198 Power to apply to court for injunction in respect of certain overseas insurance companies. 199 Additional procedure for EEA firms in certain cases. 199A Management companies: loss of authorisation 200 Rescission and variation of requirements. 201 Effect of certain requirements on other persons 202 Contravention of requirement imposed under this Part. 203 Power to prohibit the carrying on of Consumer Credit Act business. 204 Power to restrict the carrying on of Consumer Credit Act business. 204A Meaning of “relevant requirement” and “appropriate regulator” 205 Public censure. 206 Financial penalties. 206A Suspending permission to carry on regulated activities etc 206B Prohibition or restriction on carrying on of relevant designated activities 207 Proposal to take disciplinary measures. 208 Decision notice. 208A Applications under section 206B(4): procedure and right to refer to Tribunal 209 Publication. 210 Statements of policy. 211 Statements of policy: procedure. 212 The scheme manager. 213 The compensation scheme. 214 General. 214B Contribution to costs of special resolution regime 214C Limit on amount of special resolution regime payments 214D Contributions under section 214B: supplementary 214E Recapitalisation payments 214F Recapitalisation payment: report 214G Notification to Parliamentary Committees 214H Reimbursement in respect of a recapitalisation payment 215 Rights of the scheme in insolvency 215A Continuity etc. of funeral plan contracts 215B Scheme manager’s power to require assistance from liquidator etc. in relation to funeral plan contracts 216 Continuity of long-term insurance policies. 217 Insurers in financial difficulties. 217ZA Insurers subject to write-down orders 217ZB Recovery of financial assistance under section 217ZA 217A Co-operation 217B Annual plan 218 Annual report. 218ZA Audit of accounts 218A Regulators' power to require information 218B Treasury's power to require information from scheme manager 219 Scheme manager’s power to require information. 220 Scheme manager’s power to inspect information held by liquidator etc. 220A Power to inspect information held by write-down manager 221 Powers of court where information required. 221A Delegation of functions 222 Statutory immunity. 223 Management expenses. 223B Borrowing from National Loans Fund 223C Payments in error 224 Scheme manager’s power to inspect documents held by Official Receiver etc. 224ZA Discharge of functions 224A Functions under the Banking Act 2009 224B Meaning of “relevant scheme” etc 224C Power to require FSCS manager to act on behalf of manager of relevant scheme 224D Cases where FSCS manager may decline to act 224E Grounds for declining to act 224F Rules about relevant schemes 225 The scheme and the scheme operator. 226 Compulsory jurisdiction. 226A Consumer credit jurisdiction 227 Voluntary jurisdiction. 228 Determination under the compulsory jurisdiction. 229 Awards. 230 Costs. 230A Reports of determinations 231 Ombudsman’s power to require information. 232 Powers of court where information required. 232A Scheme operator's duty to provide information to FCA 233 Data protection. 234 Industry funding. 234A Funding by consumer credit licensees etc. 234B Transfers of liability 234C Complaints by consumer bodies 234D Reference by scheme operator or regulated person 234E Response by FCA 234F Section 234E: exceptions 234G Guidance 234H Power of FCA to make request to Competition and Markets Authority 234I The FCA's functions under Part 4 of the Enterprise Act 2002 234J The FCA's functions under the Competition Act 1998 234K Duty to consider exercise of powers under Competition Act 1998 234L Provision of information and assistance to a CMA group 234M Function of keeping market under review 234N Exclusion of general duties 234O Supplementary provision 235 Collective investment schemes. 235A Contractual schemes 236 Open-ended investment companies. 236A Meaning of “UCITS” 237 Other definitions. 238 Restrictions on promotion. 239 Single property schemes. 240 Restriction on approval of promotion. 241 Actions for damages. 241A Bearer units no longer to be issued 242 Applications for authorisation of unit trust schemes. 243 Authorisation orders : authorised unit trust schemes. 243A Authorisation orders: authorised money market funds 244 Determination of applications. 245 Procedure when refusing an application. 246 Certificates. 247 Trust scheme rules. 248 Scheme particulars rules. 249 Disciplinary measures 250 Modification or waiver of rules. 251 Alteration of schemes and changes of manager or trustee. 252 Procedure when refusing approval of a proposal under section 251. 252A Proposal to convert to a non-feeder UCITS 253 Avoidance of exclusion clauses. 254 Revocation of authorisation order otherwise than by consent. 255 Procedure. 256 Requests for revocation of authorisation order. 257 Directions. 258 Applications to the court. 258A Winding up or merger of master UCITS 259 Procedure on giving directions under section 257 or 258A and varying them on FCA's own initiative. 260 Procedure: refusal to revoke or vary direction. 261 Procedure: revocation of direction and grant of request for variation. 261A Information for home state regulator 261B Information for feeder UCITS 261C Applications for authorisation of contractual schemes 261D Authorisation orders : authorised contractual schemes 261E Authorised contractual schemes: holding of units 261EA Authorisation orders: authorised money market funds 261F Determination of applications 261G Procedure when refusing an application 261H Certificates 261I Contractual scheme rules 261J Contractual scheme particulars rules 261K Disciplinary measures 261L Modification or waiver of rules 261M Contracts 261N Effect of becoming or ceasing to be a participant 261O Limited liability 261P Segregated liability in relation to umbrella co-ownership schemes 261Q Alteration of contractual schemes and changes of operator or depositary 261R Procedure when refusing approval of a proposal under section 261Q 261S Proposal to convert to a non-feeder UCITS 261T Avoidance of exclusion clauses 261U Revocation of authorisation order otherwise than by consent 261V Procedure for revoking authorisation order 261W Requests for revocation of authorisation order 261X Directions 261Y Applications to the court 261Z Winding up or merger of master UCITS 261Z1 Procedure on giving directions under section 261X or 261Z and varying them on FCA’s own initiative 261Z2 Procedure: refusal to revoke or vary direction 261Z3 Procedure: revocation of direction and grant of request for variation 261Z4 Information for home state regulator 261Z5 Information for feeder UCITS 261Z6 Power to make provision about unauthorised co-ownership AIFs 262 Open-ended investment companies. 263 Amendment of section 716 Companies Act 1985. 264 Schemes constituted in other EEA States. 265 Representations and references to the Tribunal. 266 Disapplication of rules. 267 Power of FCA to suspend promotion of scheme. 268 Procedure on giving directions under section 267 and varying them on FCA's own initiative. 269 Procedure on application for variation or revocation of direction. 270 Schemes authorised in designated countries or territories. 271 Procedure. 271A Schemes authorised in approved countries 271B Approval of country: equivalent protection afforded to participants 271C Approval of country: regulatory co-operation 271D Report by the FCA in relation to approval 271E Power to impose requirements on schemes 271F Application for recognition to the FCA 271G Determination of applications 271H Procedure when determining an application 271I Obligations on operator of a section 271A scheme 271J Provision of information to the FCA 271K Rules as to scheme particulars 271L Suspension of recognition 271M Procedure when suspending recognition 271N Revocation of recognition on the FCA's initiative 271O Requests for revocation of recognition 271P Obligations on operator where recognition is revoked or suspended 271Q Effect of variation or revocation of Treasury regulations 271R Public censure 271S Recognition of parts of schemes under section 271A 272 Individually recognised overseas schemes. 273 Matters that may be taken into account. 274 Applications for recognition of individual schemes. 275 Determination of applications. 276 Procedure when refusing an application. 277 Alteration of schemes and changes of operator, trustee or depositary. 277A Regular provision of information relating to compliance with requirements for recognition 278 Rules as to scheme particulars. 279 Revocation of recognition. 280 Procedure. 281 Directions. 282 Procedure on giving directions under section 281 and varying them otherwise than as requested. 282A Obligations on operator where recognition is revoked or suspended 282B Public censure 282C Recognition of parts of schemes under section 272 283 Facilities and information in UK. 283A Master-feeder structures 283B Reports on derivative instruments 284 Power to investigate. 284A Transformer vehicles 285 Exemption for recognised bodies etc. 285A Powers exercisable in relation to recognised bodies etc 286 Qualification for recognition. 287 Application by an investment exchange. 287A Application by an investment exchange: persons connected with an applicant 288 Application by a clearing house. 288A Application by a central securities depository 289 Applications: supplementary. 290 Recognition orders. 290ZA Variation of central counterparty recognition order 290ZB Variation of CSD recognition order 290A Refusal of recognition on ground of excessive regulatory provision 291 Liability in relation to recognised body’s regulatory functions. 292 Overseas investment exchanges and overseas clearing houses. 292A Publication of information by recognised investment exchange 293 Notification requirements. 293A Information: compliance with specified requirements 294 Modification or waiver of rules. 295 Notification: overseas investment exchanges and overseas clearing houses. 295A On-site inspection of United Kingdom branches of third country CSDs 296 Appropriate regulator's power to give directions. 296A Additional power to direct recognised central counterparties 297 Revoking recognition. 298 Directions and revocation: procedure. 299 Complaints about recognised bodies. 300 Extension of functions of Tribunal. 300A Power of appropriate regulator to disallow excessive regulatory provision 300B Duty to notify proposal to make regulatory provision 300C Restriction on making provision before appropriate regulator decides whether to act 300D Consideration by appropriate regulator whether to disallow proposed provision 300E Power to disallow excessive regulatory provision: supplementary 300F Rules relating to central counterparties and central securities depositories 300G Section 300F: rules in relation to overseas FMI entities 300H Rules relating to investment exchanges and data reporting service providers 300I Duty of Bank of England to review rules 300J Statement of policy relating to review of rules 300K Requirement to review specified rules 300L Report on certain reviews 300M Power of Treasury to require making of rules by regulations 301 Supervision of certain contracts. 301A Obligation to notify the FCA: acquisitions of control 301B Requirements for section 301A notices 301C Acknowledgment of receipt 301D Acquiring and increasing control 301E Disregarded holdings 301F Assessment: general 301G Assessment: Procedure 301H Duration of approval 301I Objections by the FCA 301J Restriction notices 301K Orders for sale of shares 301L Offences under this Chapter 301M Interpretation 302 Interpretation. 303 Initial report by OFT. 304 Further reports by OFT. 305 Investigations by OFT. 306 Consideration by Competition Commission. 307 Recognition orders: role of the Treasury. 308 Directions by the Treasury. 309 Statements by the Treasury. 310 Procedure on exercise of certain powers by the Treasury. 309A Recognised bodies to which this Chapter applies 309B Part 18 prohibition orders 309C Procedure for making Part 18 prohibition orders 309D Varying and withdrawing Part 18 prohibition orders 309E Offence of breaching prohibition 309F Duty in relation to prohibited individuals 309G Requirement for approval 309H Rules under section 309G(3): transitional provision 309I Applications for approval 309J Vetting by relevant recognised bodies 309K Determining applications: power to grant approval 309L Determining applications: period for approval 309M Determining applications: further procedure 309N Changes in responsibilities 309O Withdrawing approval 309P Procedure for withdrawing approval 309Q Varying approval at request of relevant recognised body 309R Varying approval on the appropriate regulator’s initiative 309S Statement of policy on approval 309T Breach of statutory duty by relevant recognised bodies 309U Power to impose penalties 309V Procedure for imposing penalties 309W Statement of policy on penalties 309X Procedure for statement of policy on penalties 309Y Certification of employees by relevant recognised bodies 309Z Issuing certificates 309Z1 Rules of conduct 309Z2 Power to take disciplinary action for misconduct 309Z3 Meaning of “misconduct” 309Z4 Procedure for disciplinary action 309Z5 Statement of policy about disciplinary action 309Z6 Procedure for statement of policy about disciplinary action 309Z7 Interpretation of Chapter 2A 309Z8 Power to apply this Chapter to credit rating agencies 311 The Chapter I prohibition. 312 The Chapter II prohibition. 312E Public censure 312F Financial penalties 312FA Central securities depositories: further disciplinary measures 312G Proposal to take disciplinary measures 312H Decision notice 312I Publication 312J Statement of policy 312K Statement of policy: procedure 312L Critical third parties 312M Power to make rules 312N Power of direction 312O Directions: procedure 312P Information gathering and investigations 312Q Power of censure 312R Disciplinary measures 312S Procedure and right to refer to Tribunal 312T Statement of policy relating to disciplinary measures 312U Duty to ensure co-ordinated exercise of functions etc 312V Memorandum of understanding 312W Application of provisions of this Act to this Chapter 313 Interpretation of Part XVIII. 313A FCA's power to require suspension or removal of financial instruments from trading 313B Suspension or removal of financial instruments from trading: procedure 313BA Procedure following consideration of representations 313BB Revocation of requirements: applications by institutions 313BC Decisions on applications for revocation by institutions 313BD Revocation of requirements: applications by issuers 313BE Decisions on applications for revocation by issuers 313C Notification in relation to suspension or removal of a financial instrument from trading 313CA Suspension or removal of financial instruments from trading: notification and trading on other venues 313CB Suspension or removal of a financial instrument from a trading by a trading venue: FCA duties 313CBA Significant damage to investors’ interests or orderly functioning of market 313CC Suspension or removal of a financial instrument from trading in another EEA state: FCA duties 313D Interpretation of Part 18A 314 Regulators' general duty. 314A The PRA's objectives in relation to Lloyd's etc 315 The Society: regulated activities 316 Direction by a regulator 317 The core provisions. 318 Exercise of powers through Council. 319 Consultation. 320 Former underwriting members. 321 Requirements imposed under section 320. 322 Rules applicable to former underwriting members. 323 Transfer schemes. 324 Interpretation of this Part. 325 FCA's general duty. 326 Designation of professional bodies. 327 Exemption from the general prohibition. 328 Directions in relation to the general prohibition. 329 Orders in relation to the general prohibition. 330 Consultation. 331 Procedure on making or varying orders under section 329. 332 Rules in relation to persons to whom the general prohibition does not apply. 333 False claims to be a person to whom the general prohibition does not apply. 333S Financial assistance for action against illegal money lending 333T Funding of action against illegal money lending 334 The Friendly Societies Commission. 335 The Registry of Friendly Societies. 336 The Building Societies Commission. 337 The Building Societies Investor Protection Board. 338 Industrial and provident societies and credit unions. 339 Supplemental provisions. 339A General duties of PRA in relation to auditors 339B Duty to meet auditors of certain institutions 339C PRA-authorised persons to which this section applies 340 Appointment. 341 Access to books etc. 342 Information given by auditor or actuary to a regulator. 343 Information given by auditor or actuary to a regulator: persons with close links. 344 Duty of auditor or actuary resigning etc. to give notice. 345 Disciplinary measures: FCA 345A Disciplinary measures: PRA 345B Procedure and right to refer to Tribunal 345C Duty on publication of statement 345D Imposition of penalties on auditors or actuaries: statement of policy 345E Statements of policy: procedure 346 Provision of false or misleading information to auditor or actuary. 347 The record of authorised persons etc. 347A Duty of PRA to disclose information relevant to the record 348 Restrictions on disclosure of confidential information by FCA, PRA etc. 349 Exceptions from section 348. 350 Disclosure of information by the Inland Revenue. 351 Competition information. 351A Disclosure under the UCITS directive 352 Offences. 353 Removal of other restrictions on disclosure. 353A Information received from Bank of England 354 Authority’s duty to co-operate with others. 354A FCA's duty to co-operate with others 354B PRA's duty to co-operate with others 354C PRA's duty to provide information to Bank of England 354D Information under the markets in financial instruments directive 354E Competent authorities under the markets in financial instruments directive: designation and co-operation 354F Information under the transparency obligations directive 354G Information under the UCITS directive 354H Information under the Insurance Distribution Directive 355 Interpretation of this Part. 355A Powers of FCA and PRA to participate in proceedings 355B Enforcement of requirements imposed by section 355A 356 Powers of FCA and PRA to participate in proceedings: company voluntary arrangements. 357 Powers of FCA and PRA to participate in proceedings: individual voluntary arrangements. 358 Powers of FCA and PRA to participate in proceedings: trust deeds for creditors in Scotland. 359 Administration order 360 Insurers. 361 Administrator’s duty to report to FCA and PRA 362 Powers of FCA and PRA to participate in proceedings. 362A Administrator appointed by company or directors 363 Powers of FCA and PRA to participate in proceedings. 364 Receiver’s duty to report to FCA and PRA 365 Powers of FCA and PRA to participate in proceedings. 366 Insurers effecting or carrying out long-term contracts or insurance. 367 Winding-up petitions. 368 Winding-up petitions: EEA and Treaty firms. 369 Insurers: service of petition etc. on FCA and PRA. 369A Reclaim funds: service of petition etc on FCA and PRA 370 Liquidator's duty to report to FCA and PRA 371 Powers of FCA and PRA to participate in proceedings. 372 Petitions. 373 Insolvency practitioner’s duty to report to FCA and PRA. 374 Powers of FCA or PRA to participate in proceedings. 375 Right of FCA and PRA to apply for an order. 376 Continuation of contracts of long-term insurance where insurer in liquidation. 377 Reducing the value of contracts instead of winding up. 377A Write-down orders 377B Excluded liabilities 377C Application for a write-down order 377D Powers of the FCA and PRA to participate in proceedings 377E Powers of the court 377F Duty to notify creditors 377G The manager 377H Write-down order ceasing to have effect 377I Variation or revocation of a write-down order 377J Further provision about write-down orders 377K Insurers in financial difficulties: enforcement of contracts 378 Treatment of assets on winding up. 379 Winding-up rules. 379A Power to apply settlement finality regime to payment institutions 380 Injunctions. 381 Injunctions in cases of market abuse. 382 Restitution orders. 383 Restitution orders in cases of market abuse. 384 Power of FCA or PRA to require restitution. 385 Warning notices. 386 Decision notices. 387 Warning notices. 388 Decision notices. 389 Notices of discontinuance. 390 Final notices. 391 Publication. 391A Publication: special provisions relating to capital requirements 391B Publication: special provisions relating to transparency obligations 391C Publication: special provisions relating to UCITS 391D Publication: special provisions relating to markets in financial instruments 391E Publication: special provisions relating to insurance distribution 391F Publication: special provisions relating to the prospectus regulation 392 Application of sections 393 and 394. 393 Third party rights. 394 Access to FCA or PRA material. 395 The FCA's and PRA's procedures. 396 Statements under section 395: consultation. 397 Misleading statements and practices. 398 Misleading FCA or PRA: residual cases. 399 Misleading the CMA. 400 Offences by bodies corporate etc. 401 Proceedings for offences. 402 Power of FCA to institute proceedings for certain other offences. 403 Jurisdiction and procedure in respect of offences. 404 Consumer redress schemes 404A Rules under s.404: supplementary 404B Complaints to the ombudsman scheme 404C Enforcement 404D Applications to Tribunal to quash rules or provision of rules 404E Meaning of “consumers” 404F Other definitions etc 404G Power to widen the scope of consumer redress schemes 405 Directions. 406 Interpretation of section 405. 407 Consequences of a direction under section 405. 408 EFTA firms. 409 Gibraltar. 409A Consultation in relation to deference decisions 409B Notification in relation to international trade obligations 410 International obligations. 410A Fees to meet certain expenses of the Treasury 410B Directions in pursuance of section 410A 411 Tax treatment of levies and repayments. 412 Gaming contracts. 412A Approval and monitoring of trade-matching and reporting systems 412B Procedure for approval and suspension or withdrawal of approval 413 Protected items. 414 Service of notices. 415 Jurisdiction in civil proceedings. 415A Powers under the Act 415AA Application of powers to formerly authorised persons 415B Consultation in relation to taking certain enforcement action 415C Co-operation and consultation in relation to exercise of functions 416 Provisions relating to industrial assurance and certain other enactments. 416A SDR policy statement 416B FCA and PRA rules etc 417 Definitions. 418 Carrying on regulated activities in the United Kingdom. 419 Carrying on regulated activities by way of business. 419A Claims management services 419B Carrying on claims management activity in Great Britain 420 Parent and subsidiary undertaking. 421 Group. 421ZA Immediate group 421A Meaning of “participating interest” 422 Controller. 422A Disregarded holdings 423 Manager. 423A Mortgage agreements etc 424 Insurance. 424A Investment firm 425 Expressions relating to authorisation ... in the single market. 425A Consumers: regulated activities etc carried on by authorised persons 425B Consumers: regulated activities carried on by others 425C “Qualifying provision” 426 Consequential and supplementary provision. 427 Transitional provisions. 428 Regulations and orders. 429 Parliamentary control of statutory instruments. 430 Extent. 431 Commencement. 432 Minor and consequential amendments, transitional provisions and repeals. 433 Short title. SCHEDULE 1ZA The Financial Conduct Authority SCHEDULE 1ZB The Prudential Regulation Authority SCHEDULE 2 Regulated Activities SCHEDULE 2A Gibraltar-based persons carrying on activities in the UK SCHEDULE 3 EEA Passport Rights SCHEDULE 5 Persons Concerned in Collective Investment Schemes SCHEDULE 6 Threshold Conditions SCHEDULE 6A Variation or cancellation of Part 4A permission on initiative of FCA: additional power SCHEDULE 6B Designated activities SCHEDULE 6C LISTED DESIGNATED ACTIVITY REGULATIONS AND REQUIREMENTS FOR PURPOSES OF CERTAIN PROVISIONS SCHEDULE 7 SCHEDULE 8 SCHEDULE 9 SCHEDULE 10 Compensation: Exemptions SCHEDULE 10A LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION SCHEDULE 11 SCHEDULE 11A TRANSFERABLE SECURITIES SCHEDULE 12 Transfer schemes: certificates SCHEDULE 13 SCHEDULE 15 Information and Investigations: Connected Persons SCHEDULE 16 Prohibitions and Restrictions imposed by OFFICE OF FAIR TRADING SCHEDULE 17 The Ombudsman Scheme SCHEDULE 17A Further provision in relation to exercise of Part 18 functions , or other FMI functions, by Bank of England SCHEDULE 18 Mutuals SCHEDULE 19 SCHEDULE 19A The manager of a write-down order SCHEDULE 19B Further provision about write-down orders SCHEDULE 19C Insurers in financial difficulties: enforcement of contracts SCHEDULE 20 Minor and Consequential Amendments SCHEDULE 21 Transitional Provisions and Savings SCHEDULE 22 Repeals
What to do with it
As published
422 Controller.
(1) In this Act “controller”, in relation to an undertaking (“B”), means a person (“A”) who falls within any of the cases in subsection (2).
(2) The cases are where A holds—
(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);
(b) 10% or more of the voting power in B or P; or
(c) shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.
(3) For the purposes of calculations relating to this section, the holding of shares or voting power by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are acting in concert.
(4) In this section “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.
(5) In this section “voting power”—
(a) includes, in relation to a person (“H”)—
(i) voting power held by a third party with whom H has concluded an agreement, which obliges H and the third party to adopt, by concerted exercise of the voting power they hold, a lasting common policy towards the management of the undertaking in question;
(ii) voting power held by a third party under an agreement concluded with H providing for the temporary transfer for consideration of the voting power in question;
(iii) voting power attaching to shares which are lodged as collateral with H, provided that H controls the voting power and declares an intention to exercise it;
(iv) voting power attaching to shares in which H has a life interest;
(v) voting power which is held, or may be exercised within the meaning of subparagraphs (i) to (iv), by a controlled undertaking of H;
(vi) voting power attaching to shares deposited with H which H has discretion to exercise in the absence of specific instructions from the shareholders;
(vii) voting power held in the name of a third party on behalf of H;
(viii) voting power which H may exercise as a proxy where H has discretion about the exercise of the voting power in the absence of specific instructions from the shareholders; and
(b) 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.
(6) For the purposes of this section, an undertaking “B” is a controlled undertaking of H if any of the conditions in section 89J(4)(a) to (d) (read with section 89J(5)) is met (reading references in those provisions to A as references to H).
Your wording
Your change, as a redline
422 Controller.
(1) In this Act “controller”, in relation to an undertaking (“B”), means a person (“A”) who falls within any of the cases in subsection (2).
(2) The cases are where A holds—
(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);
(b) 10% or more of the voting power in B or P; or
(c) shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.
(3) For the purposes of calculations relating to this section, the holding of shares or voting power by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are acting in concert.
(4) In this section “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.
(5) In this section “voting power”—
(a) includes, in relation to a person (“H”)—
(i) voting power held by a third party with whom H has concluded an agreement, which obliges H and the third party to adopt, by concerted exercise of the voting power they hold, a lasting common policy towards the management of the undertaking in question;
(ii) voting power held by a third party under an agreement concluded with H providing for the temporary transfer for consideration of the voting power in question;
(iii) voting power attaching to shares which are lodged as collateral with H, provided that H controls the voting power and declares an intention to exercise it;
(iv) voting power attaching to shares in which H has a life interest;
(v) voting power which is held, or may be exercised within the meaning of subparagraphs (i) to (iv), by a controlled undertaking of H;
(vi) voting power attaching to shares deposited with H which H has discretion to exercise in the absence of specific instructions from the shareholders;
(vii) voting power held in the name of a third party on behalf of H;
(viii) voting power which H may exercise as a proxy where H has discretion about the exercise of the voting power in the absence of specific instructions from the shareholders; and
(b) 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.
(6) For the purposes of this section, an undertaking “B” is a controlled undertaking of H if any of the conditions in section 89J(4)(a) to (d) (read with section 89J(5)) is met (reading references in those provisions to A as references to H).
A proposal here is not law. Support on Solon is evidence that people want the change; the official route says what it takes to make it law.