(1) The CMA may authorise any competent person who is not an officer of the CMA to exercise on its behalf all or any of the powers conferred by section 193 or 194.
(2) No such authority may be granted except for the purpose of investigating the affairs, or any aspect of the affairs, of a person specified in the authority.
(3) No person is bound to comply with any requirement imposed by a person exercising powers by virtue of any authority granted under this section unless he has, if required to do so, produced evidence of his authority.
(1) A person may not under section 193 or 194 be required to disclose any information or produce any document which he would be entitled to refuse to disclose or produce on grounds of legal professional privilege in proceedings in the High Court, except that a lawyer may be required to provide the name and address of his client.
(2) A person may not under section 193 or 194 be required to disclose any information or produce any document in respect of which he owes an obligation of confidence by virtue of carrying on any banking business unless—
(a) the person to whom the obligation of confidence is owed consents to the disclosure or production; or
(b) the CMA has authorised the making of the requirement.
(2A) Nothing in section 194 authorises an officer to produce or take possession of, or make copies of or take extracts from, anything which, by virtue of subsections (1) or (2), a person could not be required to disclose or produce under section 193 or 194.
(3) In the application of this section to Scotland, the reference in subsection (1)—
(a) to proceedings in the High Court is to be read as a reference to legal proceedings generally; and
(b) to an entitlement on grounds of legal professional privilege is to be read as a reference to an entitlement by virtue of any rule of law whereby—
(i) communications between a professional legal adviser and his client, or
(ii) communications made in connection with or in contemplation of legal proceedings and for the purposes of those proceedings,
are in such proceedings protected from disclosure on the ground of confidentiality.
(1) A statement by a person in response to a requirement imposed by virtue of section 193 or 194 may only be used in evidence against him—
(a) on a prosecution for an offence under section 201(2); or
(b) on a prosecution for some other offence where in giving evidence he makes a statement inconsistent with it.
(2) However, the statement may not be used against that person by virtue of paragraph (b) of subsection (1) unless evidence relating to it is adduced, or a question relating to it is asked, by or on behalf of that person in the proceedings arising out of the prosecution.
198 Use of statements obtained under Competition Act 1998
In the 1998 Act, after section 30 there is inserted—
Use of statements in prosecution
30A A statement made by a person in response to a requirement imposed by virtue of any of sections 26 to 28 may not be used in evidence against him on a prosecution for an offence under section 188 of the Enterprise Act 2002 unless, in the proceedings—
(a) in giving evidence, he makes a statement inconsistent with it, and
(b) evidence relating to it is adduced, or a question relating to it is asked, by him or on his behalf.
(1) The Regulation of Investigatory Powers Act 2000 (c. 23) is amended as follows.
(2) In section 32 (authorisation of intrusive surveillance)—
(a) after subsection (3) there is inserted—
(3A) In the case of an authorisation granted by the chairman of the OFT, the authorisation is necessary on grounds falling within subsection (3) only if it is necessary for the purpose of preventing or detecting an offence under section 188 of the Enterprise Act 2002 (cartel offence).
;
(b) in subsection (6) after paragraph (m) there is inserted
; and
(n) the chairman of the OFT.
(3) In section 33 (rules for grant of authorisations) after subsection (4) there is inserted—
(4A) The chairman of the OFT shall not grant an authorisation for the carrying out of intrusive surveillance except on an application made by an officer of the OFT.
(4) In subsection (5)(a) of that section, after “officer” there is inserted “ or the chairman or an officer of the OFT ”.
(5) In section 34 (grant of authorisation in the senior officer’s absence)—
(a) in subsection (1)(a), after “or by” there is inserted “ an officer of the OFT or ”;
(b) in subsection (2)(a), after “may be,” there is inserted “ as chairman of the OFT or ”;
(c) in subsection (4), after paragraph (l) there is inserted—
(m) a person is entitled to act for the chairman of the OFT if he is an officer of the OFT designated by it for the purposes of this paragraph as a person entitled so to act in an urgent case.
(6) In section 35 (notification of authorisations for intrusive surveillance)—
(a) in subsections (1) and (10), for “or customs” there is substituted “ , customs or OFT ”;
(b) in subsection (10), after paragraph (b) there is inserted—
(ba) the chairman of the OFT; or
;
(c) in paragraph (c) of that subsection, at the end there is inserted “ or for a person falling within paragraph (ba). ”
(7) In section 36 (approval required for authorisations to take effect)—
(a) in subsection (1), after paragraph (d) there is inserted
; or
(e) an officer of the OFT.
;
(b) in subsection (6), after paragraph (g) there is inserted
; and
(h) where the authorisation was granted by the chairman of the OFT or a person entitled to act for him by virtue of section 34(4)(m), that chairman.
(8) In section 37 (quashing of police and customs authorisations etc.) in subsection (1), after paragraph (d) there is inserted
; or
(e) an officer of the OFT.
(9) In section 40 (information to be provided to Surveillance Commissioners) after paragraph (d) there is inserted
, and
(e) every officer of the OFT,
.
(10) In section 46 (restrictions on authorisations extending to Scotland), in subsection (3), after paragraph (d) there is inserted—
(da) the OFT;
.
(11) In section 48 (interpretation of Part 2), in subsection (1), after the entry relating to “directed” and “intrusive” there is inserted—
“OFT” means the Office of Fair Trading;
.
200 Authorisation of action in respect of property
(1) Part 3 of the Police Act 1997 (c. 50) (authorisation of action in respect of property) is amended as follows.
(2) In section 93 (authorisation to interfere with property etc.)—
(a) in subsection (1B), after “customs officer” there is inserted “ or an officer of the Office of Fair Trading ”;
(b) after subsection (2A) there is inserted—
(2AA) Where the authorising officer is the chairman of the Office of Fair Trading, the only purpose falling within subsection (2)(a) is the purpose of preventing or detecting an offence under section 188 of the Enterprise Act 2002.
;
(c) in subsection (3), after paragraph (d) there is inserted
, or
(e) if the authorising officer is within subsection (5)(i), by an officer of the Office of Fair Trading.
;
(d) in subsection (5), after paragraph (h) there is inserted
; or
(i) the chairman of the Office of Fair Trading.
(3) In section 94 (authorisation given in absence of authorising officer) in subsection (2), after paragraph (f) there is inserted—
(g) where the authorising officer is within paragraph (i) of that subsection, by an officer of the Office of Fair Trading designated by it for the purposes of this section.
(1) Any person who without reasonable excuse fails to comply with a requirement imposed on him under section 193 or 194 is guilty of an offence and liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding level 5 on the standard scale or to both.
(2) A person who, in purported compliance with a requirement under section 193 or 194—
(a) makes a statement which he knows to be false or misleading in a material particular; or
(b) recklessly makes a statement which is false or misleading in a material particular,
is guilty of an offence.
(3) A person guilty of an offence under subsection (2) is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both; and
(b) on summary conviction, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum, or to both.
(4) Where any person—
(a) knows or suspects that an investigation by the Serious Fraud Office or the CMA into an offence under section 188 is being or is likely to be carried out; and
(b) falsifies, conceals, destroys or otherwise disposes of, or causes or permits the falsification, concealment, destruction or disposal of documents which he knows or suspects are or would be relevant to such an investigation,
he is guilty of an offence unless he proves that he had no intention of concealing the facts disclosed by the documents from the persons carrying out such an investigation.
(5) A person guilty of an offence under subsection (4) is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding 5 years or to a fine or to both; and
(b) on summary conviction, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum, or to both.
(6) A person who intentionally obstructs a person in the exercise of his powers under a warrant issued under section 194 is guilty of an offence and liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding 2 years or to a fine or to both; and
(b) on summary conviction, to a fine not exceeding the statutory maximum.
In sections 192 to 201—
“documents” includes information recorded in any form and, in relation to information recorded otherwise than in a form in which it is visible and legible, references to its production include references to producing it in a form in which it is visible and legible or from which it can readily be produced in a visible and legible form;
“person under investigation” has the meaning given in section 192(2).
(1) The 1998 Act is amended as follows.
(2) In section 28 (power to enter premises under a warrant), after subsection (3) there is inserted—
(3A) A warrant under this section may authorise persons specified in the warrant to accompany the named officer who is executing it.
(3) In section 62 (power to enter premises: Commission investigations), after subsection (5) there is inserted—
(5A) A warrant under this section may authorise persons specified in the warrant to accompany the named officer who is executing it.
(4) In section 63 (power to enter premises: Director’s special investigations), after subsection (5) there is inserted—
(5A) A warrant under this section may authorise persons specified in the warrant to accompany the named authorised officer who is executing it.
(1) The Company Directors Disqualification Act 1986 (c. 46) is amended as follows.
(2) The following sections are inserted after section 9 (matters for determining unfitness in certain cases)—
Disqualification for competition infringements
Competition disqualification order
9A (1) The court must make a disqualification order against a person if the following two conditions are satisfied in relation to him.
(2) The first condition is that an undertaking which is a company of which he is a director commits a breach of competition law.
(3) The second condition is that the court considers that his conduct as a director makes him unfit to be concerned in the management of a company.
(4) An undertaking commits a breach of competition law if it engages in conduct which infringes any of the following—
(a) the Chapter 1 prohibition (within the meaning of the Competition Act 1998) (prohibition on agreements, etc. preventing, restricting or distorting competition);
(b) the Chapter 2 prohibition (within the meaning of that Act) (prohibition on abuse of a dominant position);
(c) Article 81 of the Treaty establishing the European Community (prohibition on agreements, etc. preventing, restricting or distorting competition);
(d) Article 82 of that Treaty (prohibition on abuse of a dominant position).
(5) For the purpose of deciding under subsection (3) whether a person is unfit to be concerned in the management of a company the court—
(a) must have regard to whether subsection (6) applies to him;
(b) may have regard to his conduct as a director of a company in connection with any other breach of competition law;
(c) must not have regard to the matters mentioned in Schedule 1.
(6) This subsection applies to a person if as a director of the company—
(a) his conduct contributed to the breach of competition law mentioned in subsection (2);
(b) his conduct did not contribute to the breach but he had reasonable grounds to suspect that the conduct of the undertaking constituted the breach and he took no steps to prevent it;
(c) he did not know but ought to have known that the conduct of the undertaking constituted the breach.
(7) For the purposes of subsection (6)(a) it is immaterial whether the person knew that the conduct of the undertaking constituted the breach.
(8) For the purposes of subsection (4)(a) or (c) references to the conduct of an undertaking are references to its conduct taken with the conduct of one or more other undertakings.
(9) The maximum period of disqualification under this section is 15 years.
(10) An application under this section for a disqualification order may be made by the OFT or by a specified regulator.
(11) Section 60 of the Competition Act 1998 (c. 41) (consistent treatment of questions arising under United Kingdom and Commnunity law) applies in relation to any question arising by virtue of subsection (4)(a) or (b) above as it applies in relation to any question arising under Part 1 of that Act.
Competition undertakings
9B (1) This section applies if—
(a) the OFT or a specified regulator thinks that in relation to any person an undertaking which is a company of which he is a director has committed or is committing a breach of competition law,
(b) the OFT or the specified regulator thinks that the conduct of the person as a director makes him unfit to be concerned in the management of a company, and
(c) the person offers to give the OFT or the specified regulator (as the case may be) a disqualification undertaking.
(2) The OFT or the specified regulator (as the case may be) may accept a disqualification undertaking from the person instead of applying for or proceeding with an application for a disqualification order.
(3) A disqualification undertaking is an undertaking by a person that for the period specified in the undertaking he will not—
(a) be a director of a company;
(b) act as receiver of a company’s property;
(c) in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company;
(d) act as an insolvency practitioner.
(4) But a disqualification undertaking may provide that a prohibition falling within subsection (3)(a) to (c) does not apply if the person obtains the leave of the court.
(5) The maximum period which may be specified in a disqualification undertaking is 15 years.
(6) If a disqualification undertaking is accepted from a person who is already subject to a disqualification undertaking under this Act or to a disqualification order the periods specified in those undertakings or the undertaking and the order (as the case may be) run concurrently.
(7) Subsections (4) to (8) of section 9A apply for the purposes of this section as they apply for the purposes of that section but in the application of subsection (5) of that section the reference to the court must be construed as a reference to the OFT or a specified regulator (as the case may be).
Competition investigations
9C (1) If the OFT or a specified regulator has reasonable grounds for suspecting that a breach of competition law has occurred it or he (as the case may be) may carry out an investigation for the purpose of deciding whether to make an application under section 9A for a disqualification order.
(2) For the purposes of such an investigation sections 26 to 30 of the Competition Act 1998 (c. 41) apply to the OFT and the specified regulators as they apply to the OFT for the purposes of an investigation under section 25 of that Act.
(3) Subsection (4) applies if as a result of an investigation under this section the OFT or a specified regulator proposes to apply under section 9A for a disqualification order.
(4) Before making the application the OFT or regulator (as the case may be) must—
(a) give notice to the person likely to be affected by the application, and
(b) give that person an opportunity to make representations.
Co-ordination
9D (1) The Secretary of State may make regulations for the purpose of co-ordinating the performance of functions under sections 9A to 9C (relevant functions) which are exercisable concurrently by two or more persons.
(2) Section 54(5) to (7) of the Competition Act 1998 (c. 41) applies to regulations made under this section as it applies to regulations made under that section and for that purpose in that section—
(a) references to Part 1 functions must be read as references to relevant functions;
(b) references to a regulator must be read as references to a specified regulator;
(c) a competent person also includes any of the specified regulators.
(3) The power to make regulations under this section must be exercised by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(4) Such a statutory instrument may—
(a) contain such incidental, supplemental, consequential and transitional provision as the Secretary of State thinks appropriate;
(b) make different provision for different cases.
Interpretation
9E (1) This section applies for the purposes of sections 9A to 9D.
(2) Each of the following is a specified regulator for the purposes of a breach of competition law in relation to a matter in respect of which he or it has a function—
(a) the Director General of Telecommunications;
(b) the Gas and Electricity Markets Authority;
(c) the Director General of Water Services;
(d) the Rail Regulator;
(e) the Civil Aviation Authority.
(3) The court is the High Court or (in Scotland) the Court of Session.
(4) Conduct includes omission.
(5) Director includes shadow director.
(3) In section 1(1) (general provision about disqualification orders) for “section 6” substitute “ sections 6 and 9A ”.
(4) In section 8A (variation etc of disqualification undertaking) after subsection (2) there is inserted the following subsection—
(2A) Subsection (2) does not apply to an application in the case of an undertaking given under section 9B, and in such a case on the hearing of the application whichever of the OFT or a specified regulator (within the meaning of section 9E) accepted the undertaking—
(a) must appear and call the attention of the court to any matters which appear to it or him (as the case may be) to be relevant;
(b) may give evidence or call witnesses.
(5) In section 8A for subsection (3) there is substituted—
(3) In this section “the court”—
(a) in the case of an undertaking given under section 9B means the High Court or (in Scotland) the Court of Session;
(b) in any other case has the same meaning as in section 7(2) or 8 (as the case may be).
(6) In section 16(3) for “the Secretary of State or the official receiver or the liquidator” substitute “ a person falling within subsection (4) ”.
(7) In section 16 after subsection (3) there is inserted the following subsection—
(4) The following fall within this subsection—
(a) the Secretary of State;
(b) the official receiver;
(c) the OFT;
(d) the liquidator;
(e) a specified regulator (within the meaning of section 9E).
(8) In section 17 (applications for leave under an order or undertaking) after subsection (3) there is inserted the following subsection—
(3A) Where a person is subject to a disqualification undertaking accepted at any time under section 9B any application for leave for the purposes of section 9B(4) must be made to the High Court or (in Scotland) the Court of Session.
(9) In section 17(4) for “or 1A(1)(a)” substitute “ 1A(1)(a) or 9B(4) ”.
(10) In section 17 after subsection (5) there are inserted the following subsections—
(6) Subsection (5) does not apply to an application for leave for the purposes of section 1(1)(a) if the application for the disqualification order was made under section 9A.
(7) In such a case and in the case of an application for leave for the purposes of section 9B(4) on the hearing of the application whichever of the OFT or a specified regulator (within the meaning of section 9E) applied for the order or accepted the undertaking (as the case may be)—
(a) must appear and draw the attention of the court to any matters which appear to it or him (as the case may be) to be relevant;
(b) may give evidence or call witnesses.
(11) In section 18 (register of disqualification orders and undertakings) for subsection (2A) substitute—
(2A) The Secretary of State must include in the register such particulars as he considers appropriate of—
(a) disqualification undertakings accepted by him under section 7 or 8;
(b) disqualification undertakings accepted by the OFT or a specified regulator under section 9B;
(c) cases in which leave has been granted as mentioned in subsection (1)(d).
(1) The Secretary of State may by order provide that section 11 is to apply to complaints made to a specified regulator in relation to a market of a specified description as it applies to complaints made to the CMA, with such modifications as may be specified.
(2) An order under this section—
(a) shall be made by statutory instrument, and
(b) shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(3) In this section—
“regulator” has the meaning given in section 54(1) of the 1998 Act; and
“specified” means specified in the order.
(1) The Secretary of State may by order made by statutory instrument modify Schedule 8.
(2) An order under this section may make—
(a) different provision for different cases or different purposes;
(b) such incidental, supplementary, consequential, transitory, transitional or saving provision as the Secretary of State considers appropriate.
(3) An order under this section may, in particular, modify that Schedule in its application by virtue of Part 3 of this Act, in its application by virtue of Part 4 of this Act, in its application by virtue of any other enactment (whether by virtue of Part 4 of this Act as applied by that enactment or otherwise) or in its application by virtue of every enactment that applies it.
(4) An order under this section as extended by subsection (2) may modify any enactment comprised in or made under this Act, or any other enactment.
(5) No order shall be made under this section unless a draft of it has been laid before, and approved by a resolution of, each House of Parliament.
(6) No modification of Schedule 8 in its application by virtue of Part 3 of this Act shall be made by an order under this section if the modification relates to a relevant merger situation or (as the case may be) a special merger situation which has been created before the coming into force of the order.
(7) No modification shall be made by an order under this section of Schedule 8 in its application in relation to references made under section 22, 33, 45 or 62 before the coming into force of the order.
(8) No modification shall be made by an order under this section of Schedule 8 in its application in relation to references made under section 131 or 132 before the coming into force of the order (including references made under section 131 as applied by another enactment).
(9) Before making an order under this section, the Secretary of State shall consult the CMA.
(10) Expressions used in this section which are also used in Part 3 of this Act have the same meaning in this section as in that Part.
Section 3(1)(d) of and Schedule 4 to the 1998 Act (which provide for the exclusion from the Chapter 1 prohibition in cases involving designated professional rules) shall cease to have effect.
(1) This section applies to specified information which relates to—
(a) the affairs of an individual;
(b) any business of an undertaking.
(2) Such information must not be disclosed—
(a) during the lifetime of the individual, or
(b) while the undertaking continues in existence,
unless the disclosure is permitted under this Part.
(3) But subsection (2) does not prevent the disclosure of any information if the information has on an earlier occasion been disclosed to the public in circumstances which do not contravene—
(a) that subsection;
(b) any other enactment or rule of law prohibiting or restricting the disclosure of the information.
(4) Nothing in this Part authorises a disclosure of information which contravenes the data protection legislation.
(5) Nothing in this Part affects the Competition Appeal Tribunal.
(6) This Part (except section 244) does not affect any power or duty to disclose information which exists apart from this Part.
(7) In this section, “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act).
(1) Information is specified information if it comes to a public authority in connection with the exercise of any function it has under or by virtue of—
(a) Part 1, 3, 4, 6 or 7;
(b) an enactment specified in Schedule 14;
(c) such subordinate legislation as the Secretary of State may by order specify for the purposes of this subsection.
(2) It is immaterial whether information comes to a public authority before or after the passing of this Act.
(3) Public authority (except in the expression “overseas public authority”) must be construed in accordance with section 6 of the Human Rights Act 1998 (c. 42).
(4) In subsection (1) the reference to an enactment includes a reference to an enactment contained in—
(a) an Act of the Scottish Parliament;
(b) Northern Ireland legislation;
(c) subordinate legislation.
(5) The Secretary of State may by order amend Schedule 14.
(6) The power to make an order under subsection (5) includes power to add, vary or remove a reference to any provision of—
(a) an Act of the Scottish Parliament;
(b) Northern Ireland legislation.
(7) An order under this section must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(8) This section applies for the purposes of this Part.
(1) This Part does not prohibit the disclosure by a public authority of information held by it to any other person if it obtains each required consent.
(2) If the information was obtained by the authority from a person who had the information lawfully and the authority knows the identity of that person the consent of that person is required.
(3) If the information relates to the affairs of an individual the consent of the individual is required.
(4) If the information relates to the business of an undertaking the consent of the person for the time being carrying on the business is required.
(5) For the purposes of subsection (4) consent may be given—
(a) in the case of a company by a director, secretary or other officer of the company;
(b) in the case of a partnership by a partner;
(c) in the case of an unincorporated body or association by a person concerned in the management or control of the body or association.
(1) A public authority which holds information to which section 237 applies may disclose that information for the purpose of facilitating the exercise by the authority of any function it has under or by virtue of this Act or any other enactment.
(2) If information is disclosed under subsection (1) so that it is not made available to the public it must not be further disclosed by a person to whom it is so disclosed other than with the agreement of the public authority for the purpose mentioned in that subsection.
(2A) Information disclosed under subsection (1) so that it is not made available to the public must not be used by the person to whom it is disclosed for any purpose other than that mentioned in subsection (1).
(3) A public authority which holds information to which section 237 applies may disclose that information to any other person for the purpose of facilitating the exercise by that person of any function he has under or by virtue of—
(a) this Act;
(b) an enactment specified in Schedule 15;
(c) such subordinate legislation as the Secretary of State may by order specify for the purposes of this subsection.
(4) Information disclosed under subsection (3) must not be used by the person to whom it is disclosed for any purpose other than a purpose relating to a function mentioned in that subsection.
(5) In subsection (1) the reference to an enactment includes a reference to an enactment contained in—
(a) an Act of the Scottish Parliament;
(b) Northern Ireland legislation;
(c) subordinate legislation.
(6) The Secretary of State may by order amend Schedule 15.
(7) The power to make an order under subsection (6) includes power to add, vary or remove a reference to any provision of—
(a) an Act of the Scottish Parliament;
(b) Northern Ireland legislation.
(8) An order under this section must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(1) A public authority which holds prescribed information to which section 237 applies may disclose that information to any person—
(a) for the purposes of, or in connection with, prescribed civil proceedings (including prospective proceedings) in the United Kingdom or elsewhere, or
(b) for the purposes of obtaining legal advice in relation to such proceedings, or
(c) otherwise for the purposes of establishing, enforcing or defending legal rights that are or may be the subject of such proceedings.
(2) Subsection (1) does not apply to—
(a) information which comes to a public authority in connection with an investigation under Part 4, 5 or 6 of the 1973 Act or under section 11 of the Competition Act 1980;
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) information which comes to a public authority in connection with an investigation under Part 3 or 4 or section 174 of this Act;
(d) information which comes to a public authority in connection with an investigation under the Competition Act 1998 (c. 41).
(3) In subsection (1) “prescribed” means prescribed by order of the Secretary of State.
(4) An order under this section—
(a) may prescribe information, or civil proceedings, for the purposes of this section by reference to such factors as appear to the Secretary of State to be appropriate;
(b) may prescribe for the purposes of this section all information, or civil proceedings, or all information or civil proceedings not falling within one or more specified exceptions;
(c) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(5) Information disclosed under this section must not be used by the person to whom it is disclosed for any purpose other than those specified in subsection (1).
(1) A public authority which holds information to which section 237 applies may disclose that information to any person—
(a) in connection with the investigation of any criminal offence in any part of the United Kingdom;
(b) for the purposes of any criminal proceedings there;
(c) for the purpose of any decision whether to start or bring to an end such an investigation or proceedings.
(2) Information disclosed under this section must not be used by the person to whom it is disclosed for any purpose other than that for which it is disclosed.
(3) A public authority must not make a disclosure under this section unless it is satisfied that the making of the disclosure is proportionate to what is sought to be achieved by it.
243A Overseas disclosures for both overseas and domestic purposes
(1) A public authority which holds information to which section 237 applies (“the discloser”) may disclose that information to an overseas public authority for the purpose of facilitating both—
(a) the exercise by the discloser of any function it has under or by virtue of this Act or any other enactment, and
(b) the exercise by the overseas public authority of any function which it has relating to—
(i) carrying out investigations in connection with the enforcement of any relevant law by means of civil proceedings;
(ii) bringing civil proceedings for the enforcement of such law or the conduct of such proceedings;
(iii) the investigation of crime;
(iv) bringing criminal proceedings or the conduct of such proceedings;
(v) deciding whether to start or bring to an end such investigations or proceedings.
(2) Subsection (1) does not apply to any of the following—
(a) information which is held by a person who is a private designated enforcer for the purposes of Chapter 3 of Part 3 of the Digital Markets, Competition and Consumers Act 2024 (see section 151 of that Act);
(b) information which comes to a public authority in connection with an investigation under Part 4 or section 174 of this Act;
(c) information which comes to a public authority in connection with an investigation under section 11 of the Competition Act 1980;
(d) legacy information within the meaning of subsection (5).
(3) In subsection (1)(a), the reference to an enactment includes a reference to an enactment contained in—
(a) an Act of the Scottish Parliament;
(b) Northern Ireland legislation;
(c) subordinate legislation.
(4) In subsection (1)(b)(i), “relevant law” means—
(a) this Act, any enactment specified in Schedule 14 and such subordinate legislation as is specified by order for the purposes of section 238(1);
(b) any enactment, obligation or rule of law specified in Schedule 15 to the Digital Markets, Competition and Consumers Act 2024 (consumer protection enactments);
(c) any legislation, or any obligation or rule of law in a country or territory outside the United Kingdom which appears to the discloser to make provision corresponding or similar to anything within paragraphs (a) and (b).
(5) In subsection (2)(d), “legacy information” means information which—
(a) comes to a public authority in connection with the exercise of its functions under or by virtue of paragraphs 15 to 18 of Schedule 24 relating to investigations under Parts 4 or 6 of the 1973 Act;
(b) came to a public authority—
(i) before the coming into force of this section, and
(ii) in connection with the exercise of its functions under or by virtue of paragraphs 15 to 18 of Schedule 24 relating to investigations under Part 5 of the 1973 Act;
(c) came to a public authority—
(i) before 1 July 2021, and
(ii) in connection with an investigation under Part 3 of the Enterprise Act 2002.
243B Overseas disclosures for overseas purposes only
(1) A public authority which holds information to which section 237 applies (“the discloser”) may disclose that information to an overseas public authority for the purpose mentioned in section 243A(1)(b).
(2) Subsection (2) of section 243A applies for the purposes of subsection (1) of this section as it applies for the purposes of subsection (1) of that section.
243C Overseas disclosures for designated cooperation arrangement purposes
(1) A public authority which holds information to which section 237 applies (“the discloser”) may disclose that information to an overseas public authority for a purpose permitted under or by virtue of a designated cooperation arrangement.
(2) “Designated cooperation arrangement” means an arrangement or agreement that meets all of Conditions A to D.
(3) Condition A is that the arrangement or agreement is between—
(a) a public authority and an overseas public authority, or
(b) the United Kingdom and a country or territory.
(4) Condition B is that the arrangement or agreement relates to cooperation between—
(a) the public authority and the overseas public authority, or
(b) public authorities in the United Kingdom and persons or bodies in that country or territory,
for the purposes of facilitating the exercise of functions related to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b).
(5) Condition C is that the arrangement or agreement provides for—
(a) the overseas public authority and the public authority, or
(b) a person or body in that country or territory and public authorities in the United Kingdom,
to provide corresponding or substantially similar assistance to each other for the purposes of facilitating the exercise of functions related to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b).
(6) Condition D is that the arrangement or agreement is designated in regulations made by the Secretary of State.
(7) Before designating an arrangement or agreement in regulations under subsection (6), the Secretary of State must have regard in particular to whether the arrangement or agreement contains provision restricting or preventing—
(a) the use for another purpose of information disclosed for a purpose permitted under or by virtue of the arrangement or agreement;
(b) the further disclosure of such information.
(8) The Secretary of State may not designate an arrangement or agreement in regulations under subsection (6) unless the Secretary of State is satisfied that—
(a) the law and practice of the country or territory, or the country or territory of the overseas public authority, with whom the arrangement or agreement is with provides appropriate protection against self-incrimination in criminal proceedings, and
(b) the law and practice of that country or territory provides appropriate protection in relation to the storage and disclosure of confidential information.
(9) For the purposes of subsection (8), protection is appropriate if it provides protection in relation to the matter in question which corresponds or is substantially similar to that so provided in any part of the United Kingdom.
(10) Regulations under subsection (6) are to be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
243D Use and further disclosure of information disclosed under sections 243A and 243B
(1) Subsections (2) and (3) apply to information disclosed by virtue of section 243A to the extent that the disclosure was to facilitate the exercise by the discloser of any function it has under or by virtue of this Act or any other enactment (“the original function”) in relation to a particular matter (“the original matter”).
(2) The information must not be used by the overseas public authority other than for facilitating the exercise by the discloser of the original function in relation to the original matter unless—
(a) the use is for the purpose of facilitating the exercise by the discloser of any function it has under this Act or any other enactment (other than the original function) whether or not in relation to the original matter, and
(b) the discloser consents to the use of that information for that purpose.
(3) The information must not be further disclosed by the overseas public authority unless—
(a) the further disclosure is for the purpose of facilitating the exercise by the discloser of any function it has under this Act or any other enactment (whether or not the original function) whether or not in relation to the original matter, and
(b) the discloser consents to the further disclosure of the information for that purpose.
(4) Subsections (5) and (6) apply to information disclosed by virtue of section 243A or 243B to the extent that the disclosure was to facilitate the exercise of functions of an overseas public authority relating to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b) (“the original function”) in relation to a particular matter (“the original matter”).
(5) The information must not be used by the overseas public authority other than for facilitating the exercise by the authority of the original function in relation to the original matter unless—
(a) the use is for the purpose of facilitating the exercise of a function which the authority has relating to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b) (other than the original function) whether or not in relation to the original matter, and
(b) the discloser consents to the use of that information for that purpose.
(6) The information must not be further disclosed by the overseas public authority unless—
(a) the further disclosure is for the purpose of facilitating the exercise of any of its functions relating to anything mentioned in sub-paragraphs (i) to (v) of subsection (1)(b) of section 243A (whether or not the original function) whether or not in relation to the original matter, and
(b) the discloser consents to the further disclosure of the information for that purpose.
(7) In deciding whether to consent to the use or further disclosure of information for the purposes of subsection (2)(b), (3)(b), (5)(b) or (6)(b), the discloser must have regard to the considerations in section 243F to which it would be required to have regard if it were deciding to disclose the information under 243A or 243B.
(8) Nothing in this section prevents information being used, or further disclosed, by the overseas public authority if that use, or further disclosure, is required under the law of the country or territory of the authority.
243E Directions by the Secretary of State relating to overseas disclosures under sections 243A and 243B
(1) The Secretary of State may direct that a disclosure permitted under section 243A or 243B must not be made if the Secretary of State thinks that, in connection with any matter in respect of which the disclosure could be made, it is more appropriate—
(a) if any investigation is to be carried out, that it is carried out by an authority in the United Kingdom or in another specified country or territory (rather than by the overseas public authority);
(b) if any proceedings are to be brought, that they are brought in a court in the United Kingdom or in another specified country or territory (rather than in the country or territory of the overseas authority).
(2) In subsection (1), “specified” means specified in the direction.
(2A) The Secretary of State may not make a direction under this section in relation to a disclosure permitted under section 243A or 243B that relates to assistance provided by a relevant regulator to an overseas regulator by virtue of Chapter 2 of Part 5 of the Digital Markets, Competition and Consumers Act 2024.
(3) The Secretary of State must take such steps as the Secretary of State thinks are appropriate to bring a direction under subsection (1) to the attention of persons likely to be affected by it.
243F Relevant considerations relating to overseas disclosures under sections 243A and 243B
(1) This section applies when a public authority is deciding whether to make a disclosure under section 243A or 243B.
(2) In deciding whether to make a disclosure under section 243A, the public authority must have regard in particular to the following considerations—
(a) whether the law and practice of the country or territory to whose authority the disclosure would be made provides appropriate protection against self-incrimination in criminal proceedings;
(b) whether the law and practice of that country or territory provides appropriate protection in relation to the storage and disclosure of confidential information.
(3) In deciding whether to make a disclosure under section 243B, the public authority must have regard in particular to the considerations in subsection (2) and the following additional considerations—
(a) whether the matter in respect of which the disclosure is sought is sufficiently serious to justify making the disclosure;
(b) whether the disclosure would further the aims or purposes of any convention or treaty relating in whole or in part to cooperation in matters relating to competition or consumer protection to which the United Kingdom and the country or territory of the authority to whom the disclosure would be made are parties;
(c) whether there are arrangements in place for the provision of mutual assistance as between the United Kingdom and that country or territory to whose authority the disclosure would be made in relation to the disclosure of information of the kind to which section 237 applies;
(d) whether a person or body in that country or territory would assist the public authority in a way that corresponds or is substantially similar to the assistance that it is proposed the public authority give to the overseas public authority by making the disclosure.
(4) For the purposes of this section, protection is appropriate if it provides protection in relation to the matter in question which corresponds or is substantially similar to that so provided in any part of the United Kingdom.
(5) The Secretary of State may by regulations amend subsections (2) and (3) so as to—
(a) alter any consideration for the time being included in those subsections;
(b) add further considerations;
(c) remove any considerations.
(6) Regulations under subsection (5) are to be made by statutory instrument and are subject to annulment in pursuance of a resolution of either House of Parliament.
244 Specified information: considerations relevant to disclosure
(1) A public authority must have regard to the following considerations before disclosing any specified information (within the meaning of section 238(1)).
(2) The first consideration is the need to exclude from disclosure (so far as practicable) any sensitive information.
(3) The second consideration is the need to exclude from disclosure (so far as practicable) any commercial information or private information.
(4) The third consideration is the extent to which the disclosure of the information mentioned in subsection (3)(a) or (b) is necessary for the purpose for which the authority is permitted to make the disclosure.
(1) A person commits an offence if he discloses information to which section 237 applies in contravention of section 237(2).
(2) A person commits an offence if he discloses information in contravention of a direction given under section 243E.
(3) A person commits an offence if he uses information disclosed to him under this Part for a purpose which is not permitted under this Part.
(4) A person who commits an offence under this section is liable—
(a) on summary conviction to imprisonment for a term not exceeding three months or to a fine not exceeding the statutory maximum or to both;
(b) on conviction on indictment to imprisonment for a term not exceeding two years or to a fine or to both.
In this Part—
“commercial information” means information relating to any business of an undertaking whose disclosure the public authority concerned or, for the purposes of section 243C the Secretary of State, thinks might significantly harm the undertaking’s legitimate business interests;
“confidential information” means commercial information, private information or sensitive information;
“overseas public authority” means a person or body in any country or territory outside the United Kingdom which appears to the discloser (within the meaning of any of sections 243A to 243C) to exercise functions of a public nature in relation to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b);
“private information” mean information relating to the private affairs of an individual whose disclosure the public authority concerned, or for the purposes of section 243C the Secretary of State, thinks might significantly harm the individual’s interests;
“sensitive information” means information whose disclosure the public authority concerned or, for the purposes of section 243C the Secretary of State, thinks would be contrary to the public interest;
“subordinate legislation” has the same meaning as in section 21(1) of the Interpretation Act 1978 and includes an instrument made under—
an Act of the Scottish Parliament;
Northern Ireland legislation.
The following enactments (which make provision as to the disclosure of certain information) shall cease to have effect—
(a) section 28(5) and (5A) of the Trade Descriptions Act 1968 (c. 29);
(b) sections 30(3) and 133 of the 1973 Act;
(c) paragraph 12 of the Schedule to the Prices Act 1974 (c. 24);
(d) section 174 of the Consumer Credit Act 1974 (c. 39);
(e) section 10 of the Estate Agents Act 1979 (c. 38);
(f) section 19(1) to (3), (4)(c), (d) and (f) and (5) and (6) of the Competition Act 1980 (c. 21);
(g) section 38 of the Consumer Protection Act 1987 (c. 43);
(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(i) paragraph 5 of Schedule 2 to the Timeshare Act 1992 (c. 35);
(j) sections 55 and 56 of and Schedule 11 to the Competition Act 1998 (c. 41);
(k) section 351(1) to (3) and (7) of and Schedule 19 to the Financial Services and Markets Act 2000 (c. 8).
(1) The following shall be substituted for Part II of the Insolvency Act 1986 (c. 45) (administration orders)—
Part II administration
Administration
8 Schedule B1 to this Act (which makes provision about the administration of companies) shall have effect.
(2) The Schedule B1 set out in Schedule 16 to this Act shall be inserted after Schedule A1 to the Insolvency Act 1986.
(3) Schedule 17 (minor and consequential amendments relating to administration) shall have effect.
(4) The Secretary of State may by order amend an enactment in consequence of this section.
(5) An order under subsection (4)—
(a) must be made by statutory instrument, and
(b) shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(1) Section 248 shall have no effect in relation to—
(a) a company holding an appointment under Chapter I of Part II of the Water Industry Act 1991 (c. 56) (water and sewerage undertakers),
(aa) a qualifying water supply licensee within the meaning of subsection (6) of section 23 of the Water Industry Act 1991 (meaning and effect of special administration order) or a qualifying sewerage licensee within the meaning of subsection (8) of that section,
(b) a protected railway company within the meaning of section 59 of the Railways Act 1993 (c. 43) (railway administration order) (including that section as it has effect by virtue of section 19 of the Channel Tunnel Rail Link Act 1996 (c. 61) (administration)),
(c) a licence company within the meaning of section 26 of the Transport Act 2000 (c. 38) (air traffic services),
(d) a public-private partnership company within the meaning of section 210 of the Greater London Authority Act 1999 (c. 29) (public-private partnership agreement), or
(e) a building society within the meaning of section 119 of the Building Societies Act 1986 (c. 53) (interpretation).
(2) A reference in an Act listed in subsection (1) to a provision of Part II of the Insolvency Act 1986 (or to a provision which has effect in relation to a provision of that Part of that Act) shall, in so far as it relates to a company or society listed in subsection (1), continue to have effect as if it referred to Part II as it had effect immediately before the coming into force of section 248.
(3) But the effect of subsection (2) in respect of a particular class of company or society may be modified by order of—
(a) the Treasury, in the case of building societies, or
(b) the Secretary of State, in any other case.
(4) An order under subsection (3) may make consequential amendment of an enactment.
(5) An order under subsection (3)—
(a) must be made by statutory instrument, and
(b) may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.
(6) An amendment of the Insolvency Act 1986 (c. 45) made by this Act is without prejudice to any power conferred by Part VII of the Companies Act 1989 (c. 40) (financial markets) to modify the law of insolvency.
250 Prohibition of appointment of administrative receiver
(1) The following shall be inserted after Chapter III of Part III of the Insolvency Act 1986 (receivership: receivers’ powers)—
CHAPTER IV PROHIBITION OF APPOINTMENT OF ADMINISTRATIVE RECEIVER
Floating charge holder not to appoint administrative receiver
72A (1) The holder of a qualifying floating charge in respect of a company’s property may not appoint an administrative receiver of the company.
(2) In Scotland, the holder of a qualifying floating charge in respect of a company’s property may not appoint or apply to the court for the appointment of a receiver who on appointment would be an administrative receiver of property of the company.
(3) In subsections (1) and (2)—
“holder of a qualifying floating charge in respect of a company’s property” has the same meaning as in paragraph 14 of Schedule B1 to this Act, and
“administrative receiver” has the meaning given by section 251.
(4) This section applies—
(a) to a floating charge created on or after a date appointed by the Secretary of State by order made by statutory instrument, and
(b) in spite of any provision of an agreement or instrument which purports to empower a person to appoint an administrative receiver (by whatever name).
(5) An order under subsection (4)(a) may—
(a) make provision which applies generally or only for a specified purpose;
(b) make different provision for different purposes;
(c) make transitional provision.
(6) This section is subject to the exceptions specified in sections 72B to 72G.
First exception: capital market
72B (1) Section 72A does not prevent the appointment of an administrative receiver in pursuance of an agreement which is or forms part of a capital market arrangement if—
(a) a party incurs or, when the agreement was entered into was expected to incur, a debt of at least £50 million under the arrangement, and
(b) the arrangement involves the issue of a capital market investment.
(2) In subsection (1)—
“capital market arrangement” means an arrangement of a kind described in paragraph 1 of Schedule 2A, and
“capital market investment” means an investment of a kind described in paragraph 2 or 3 of that Schedule.
Second exception: public-private partnership
72C (1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is a public-private partnership project, and
(b) includes step-in rights.
(2) In this section “public-private partnership project” means a project—
(a) the resources for which are provided partly by one or more public bodies and partly by one or more private persons, or
(b) which is designed wholly or mainly for the purpose of assisting a public body to discharge a function.
(3) In this section—
“step-in rights” has the meaning given by paragraph 6 of Schedule 2A, and
“project company” has the meaning given by paragraph 7 of that Schedule.
Third exception: utilities
72D (1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is a utility project, and
(b) includes step-in rights.
(2) In this section—
(a) “utility project” means a project designed wholly or mainly for the purpose of a regulated business,
(b) “regulated business” means a business of a kind listed in paragraph 10 of Schedule 2A,
(c) “step-in rights” has the meaning given by paragraph 6 of that Schedule, and
(d) “project company” has the meaning given by paragraph 7 of that Schedule.
Fourth exception: project finance
72E (1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is a financed project, and
(b) includes step-in rights.
(2) In this section—
(a) a project is “financed” if under an agreement relating to the project a project company incurs, or when the agreement is entered into is expected to incur, a debt of at least £50 million for the purposes of carrying out the project,
(b) “project company” has the meaning given by paragraph 7 of Schedule 2A, and
(c) “step-in rights” has the meaning given by paragraph 6 of that Schedule.
Fifth exception: financial market
72F Section 72A does not prevent the appointment of an administrative receiver of a company by virtue of—
(a) a market charge within the meaning of section 173 of the Companies Act 1989 (c. 40),
(b) a system-charge within the meaning of the Financial Markets and Insolvency Regulations 1996 (S.I. 1996/1469),
(c) a collateral security charge within the meaning of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979).
Sixth exception: registered social landlord
72G Section 72A does not prevent the appointment of an administrative receiver of a company which is registered as a social landlord under Part I of the Housing Act 1996 (c. 52) or under Part 3 of the Housing (Scotland) Act 2001 (asp 10).
Sections 72A to 72G: supplementary
72H (1) Schedule 2A (which supplements sections 72B to 72G) shall have effect.
(2) The Secretary of State may by order—
(a) insert into this Act provision creating an additional exception to section 72A(1) or (2);
(b) provide for a provision of this Act which creates an exception to section 72A(1) or (2) to cease to have effect;
(c) amend section 72A in consequence of provision made under paragraph (a) or (b);
(d) amend any of sections 72B to 72G;
(e) amend Schedule 2A.
(3) An order under subsection (2) must be made by statutory instrument.
(4) An order under subsection (2) may make—
(a) provision which applies generally or only for a specified purpose;
(b) different provision for different purposes;
(c) consequential or supplementary provision;
(d) transitional provision.
(5) An order under subsection (2)—
(a) in the case of an order under subsection (2)(e), shall be subject to annulment in pursuance of a resolution of either House of Parliament,
(b) in the case of an order under subsection (2)(d) varying the sum specified in section 72B(1)(a) or 72E(2)(a) (whether or not the order also makes consequential or transitional provision), shall be subject to annulment in pursuance of a resolution of either House of Parliament, and
(c) in the case of any other order under subsection (2)(a) to (d), may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.
(2) The Schedule 2A set out in Schedule 18 to this Act shall be inserted after Schedule 2 to the Insolvency Act 1986 (c. 45).
(1) The following paragraphs of Schedule 6 to the Insolvency Act 1986 (categories of preferential debts) shall cease to have effect—
(a) paragraphs 1 and 2 (debts due to Inland Revenue),
(b) paragraphs 3 to 5C(debts due to Customs and Excise), and
(c) paragraphs 6 and 7(social security contributions).
(2) The following paragraphs of Schedule 3 to the Bankruptcy (Scotland) Act 1985 (c. 66) (list of preferred debts) shall cease to have effect—
(a) paragraph 1 (debts due to Inland Revenue),
(b) paragraph 2 (debts due to Customs and Excise), and
(c) paragraph 3 (social security contributions).
(3) In section 386 of the Insolvency Act 1986 (categories of preferential debts) for the parenthetical words after “Schedule 6 to this Act” there shall be substituted “ (contributions to occupational pension schemes; remuneration, &c. of employees; levies on coal and steel production) ”.
The following shall be inserted after section 176 of the Insolvency Act 1986 (winding up: preferential debt)—
Property subject to floating charge
Share of assets for unsecured creditors
176A (1) This section applies where a floating charge relates to property of a company—
(a) which has gone into liquidation,
(b) which is in administration,
(c) of which there is a provisional liquidator, or
(d) of which there is a receiver.
(2) The liquidator, administrator or receiver—
(a) shall make a prescribed part of the company’s net property available for the satisfaction of unsecured debts, and
(b) shall not distribute that part to the proprietor of a floating charge except in so far as it exceeds the amount required for the satisfaction of unsecured debts.
(3) Subsection (2) shall not apply to a company if—
(a) the company’s net property is less than the prescribed minimum, and
(b) the liquidator, administrator or receiver thinks that the cost of making a distribution to unsecured creditors would be disproportionate to the benefits.
(4) Subsection (2) shall also not apply to a company if or in so far as it is disapplied by—
(a) a voluntary arrangement in respect of the company, or
(b) a compromise or arrangement agreed under section 425 of the Companies Act (compromise with creditors and members).
(5) Subsection (2) shall also not apply to a company if—
(a) the liquidator, administrator or receiver applies to the court for an order under this subsection on the ground that the cost of making a distribution to unsecured creditors would be disproportionate to the benefits, and
(b) the court orders that subsection (2) shall not apply.
(6) In subsections (2) and (3) a company’s net property is the amount of its property which would, but for this section, be available for satisfaction of claims of holders of debentures secured by, or holders of, any floating charge created by the company.
(7) An order under subsection (2) prescribing part of a company’s net property may, in particular, provide for its calculation—
(a) as a percentage of the company’s net property, or
(b) as an aggregate of different percentages of different parts of the company’s net property.
(8) An order under this section—
(a) must be made by statutory instrument, and
(b) shall be subject to annulment pursuant to a resolution of either House of Parliament.
(9) In this section—
“floating charge” means a charge which is a floating charge on its creation and which is created after the first order under subsection (2)(a) comes into force, and
“prescribed” means prescribed by order by the Secretary of State.
(10) An order under this section may include transitional or incidental provision.
The following shall be inserted in Part I of Schedule 4 to the Insolvency Act 1986 (c. 45) (liquidator’s powers in winding up: powers exercisable only with sanction) after paragraph 3—
3A Power to bring legal proceedings under section 213, 214, 238, 239, 242, 243 or 423.