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GLOSSARY

Captive definition

Published by a LexisNexis Corporate expert

What does Captive mean?

A fund partly owned by a larger financial institution.

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Assessing technology transfer agreements—checklist

Assessing technology transfer agreements—checklist This Checklist can be used to help assess the compliance with EU competition law of technology transfer agreements where one party (a licensor) grants to another party (the licensee) the right to exploit intellectual property (including patents, know-how, design rights, utility models and/or software copyright). See further, Assessing IP-related agreements under the Technology Transfer Block Exemption Regulation. Framework for assessment The European Commission (Commission) has published Guidelines (TTBE Guidelines) which assist parties to assess the application of the technology transfer block exemption (TTBE). When considering the exercise and licensing of intellectual property rights (IPRs), it is necessary to consider the following: • Article 101 TFEU ◦ The first question is whether the agreement is caught by Article 101(1) TFEU at all (in practice TTBE (and relevance of other block exemptions) may often be considered before Article 101 TFEU). It will be necessary to consider: ‣ Whether the agreement is liable to affect trade between Member States. ‣ Whether the agreement restricts competition at all as...

The application of competition law to outsourcing arrangements—checklist

The application of competition law to outsourcing arrangements—checklist There are a number of issues to examine when considering an outsourcing arrangement and competition law. In competition law terms, the key questions are as follows: • whether the arrangements give rise to a notifiable transaction under merger control rules, and • whether the rules prohibiting anti-competitive agreements could apply. The consequences of failing to adequately consider competition law issues are serious, and can range from agreements being rendered void and unenforceable to significant financial penalties. This Checklist provides a high level outline of some of the key issues and considerations concerning the effect of competition law on outsourcing arrangements. An outline of an outsourcing The common characteristic of outsourcing is that one or more outsourcing ‘suppliers’ will supply the ‘customer’ with certain services relating to business processes that the customer previously performed in-house. Companies frequently outsource non-core functions, particularly in relation to IT, finance and HR, to specialist suppliers who may be located offshore and can deliver cost-effective services to the...

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Assessing IP-related agreements outside the Technology Transfer Block Exemption Regulation

Assessing IP-related agreements outside the Technology Transfer Block Exemption Regulation The Technology Transfer Block Exemption (TTBE, Regulation 316/2014) provides a safe harbour for certain intellectual property rights (IPRs) licences—technology transfer agreements—which are potentially restrictive of competition (see further: The technology transfer block exemption). Where IP-related agreements do not fall under TTBE, this does not mean that those agreements necessarily infringe Article 101 TFEU. Firstly, other block exemption regulations may very well apply. As such, it is worth considering the application of the following block exemptions regulations: • the Research and Development (R&D) Block Exemption Regulation (the R&D Block Exemption, Regulation 2023/1066) • the Specialisation Block Exemption Regulation (the Specialisation Block Exemption, Regulation 2023/1067), and • the Vertical Block Exemption Regulation (VBER 2022, Regulation 2022/720). Failing that, secondly, the IP-related agreement in question will be assessed individually under Articles 101(1) and (3) TFEU to establish whether there is any infringement (or general exemption). Other block exemption regulations that may apply to IP-related agreements If IP-related agreements do not fall under the...

EU Accounting Directive—summary of main provisions

EU Accounting Directive—summary of main provisions STOP PRESS: This Practice Note is currently under review in light of major changes to non-financial reporting rules proposed by the Commission pursuant to the omnibus simplification package of 26 February 2025 This Practice Note provides an overview of the main provisions of the EU Accounting Directive (2013/34/EU). Background The EU Accounting Directive, Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (the Accounting Directive) set out a new regime for the form and content of annual financial statements, and had the fundamental objective of modernising and streamlining reporting requirements for the smallest entities (the ‘think small first’ approach). The Accounting Directive was subsequently amended by the Non-Financial Reporting Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 as...

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Does Insurance Distribution Directive (IDD) apply to reinsurance undertakings? Does IDD apply to captive reinsurance?

Does Insurance Distribution Directive (IDD) apply to reinsurance undertakings? Does IDD apply to captive reinsurance? What does Insurance Distribution Directive apply to? Article 1(2) of the Insurance Distribution Directive (IDD) states that the IDD applies to any natural or legal person who is established in a Member State or who wishes to be established there in order to take up and pursue the distribution of insurance and reinsurance products. Article 2(2) of IDD means that the activities of advising on, proposing, or carrying out other work preparatory to the conclusion of contracts of reinsurance, of concluding such contracts, or of assisting in the administration and performance of such contracts, in particular in the event of a claim, including when carried out by a reinsurance undertaking without the intervention of a reinsurance intermediary. How is ‘reinsurance undertaking’ defined? Article 2(1)(7) of IDD

In relation to captives, can you cover the risks of a company that you only have a 20% shareholding in?

In relation to captives, can you cover the risks of a company that you only have a 20% shareholding in? Captive insurance usually involves a company or group of companies (where they are commonly owned) effectively setting up an in-house insurer. The captive is created to insure the risks of the individual owners and/or the company or (in the case of a group) the controlling entity and/or its affiliates. It is basically an alternative to self-insurance, which usually involves a significant proportion of the risk subsequently being reinsured in the traditional or alternative reinsurance market. There may be financial or tax benefits of doing this, or the captive may just better meet the specific insurance needs of the company/group. However, it should be noted that the

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Financial Services Regulation and Compliance—Insurance April 2025

Ireland-Banking & Financial Service analysis: This article, was written by A&L Goodbody’s Insurance & Reinsurance Team. Domestically, the CBI removed Solvency II external audit requirements for captive (re)insurance undertakings. At European level, ESMA launched a set of six consultations re IRRD and it published the insurance risk dashboard.

Battle of the For(u)ms (Tyson v Partner Re)

Insurance & Reinsurance analysis: The Court of Appeal provided helpful guidance on when parties will be taken to have agreed a forum selection clause, and on the more general approach to determining whether one contract has been superseded by a later contract. In this case, the parties agreed one binding reinsurance contract using an industry form and then, eight days later, appeared to agree a contract (for the same underlying risk and duration) on a different industry contract. The question for the court was whether this second contract was simply an administrative document which did not alter the already existing contract, or if it superseded the existing contract. The court also provided helpful obiter commentary on when an anti-arbitration injunction will be appropriate in the context of parallel arbitration and English Court proceedings. Written by Jonathan Schaffer-Goddard, barrister at 4 Pump Court and Attorney at Holwell Shuster & Goldberg LLP.

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