De facto definition

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MJ merger control—minority acquisitions—checklist

MJ merger control—minority acquisitions—checklist This Checklist sets out those jurisdictions worldwide that require the acquisition of non-controlling minority shareholdings to be notified (assuming other jurisdictional thresholds are met). ‘Non-controlling minority shareholdings’ in this context refer to any level of influence that is below what the EU Merger Regulation defines as ‘decisive influence’ (ie, the ability to exercise a significant degree of control over the strategic commercial behavior of an undertaking, which can be exerted through various means, such as ownership of shares, voting rights (particularly veto rights), or contractual arrangements (that do not necessarily require a majority shareholding)). Jurisdictions that require the notification of non-controlling minority shareholdings Jurisdiction Type of minority acquisition caught Armenia • any ‘contract, decision, or amalgamation of economic entities due to which one economic entity may, directly or indirectly, influence the decision-making or competitiveness of another economic entity’ (without making reference to specific shareholding thresholds) Australia • any acquisition of shares or assets that would have, or be likely to have, the effect of substantially...

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Legal and regulatory framework

Legal and regulatory framework The Panel on Takeovers and Mergers (Panel) This Practice Note is part of the Corporate toolkit for public company takeovers. It deals with the legal and regulatory issues that will need to be considered at the outset of a takeover. For a more detailed overview of the Panel and the regulatory framework for takeovers, see Practice Notes: The Panel and the regulatory framework of takeovers and Schemes of arrangement—nature and key statutory requirements. The takeover of a public company in the UK is regulated and supervised by the Panel, whose activities were placed on a statutory footing as a result of the implementation in the UK of the Takeover Directive. Chapter 1 of Part 28 of the Companies Act 2006 (CA 2006) sets out the Panel's statutory functions and powers, which include the power to make rules for the regulation of takeovers, mergers and other transactions that have or may have effect on the ownership or control of certain companies in the...

Türkiye behavioural investigations—closed cases tracker

Türkiye behavioural investigations—closed cases tracker This table summarises all completed investigations by Türkiyes competition authority (the Turkish Competition Authority—the TCA) into alleged cartels, anti-competitive agreements and abuses of dominant positions since 2018. Note—only investigations that have been made public are included in this table. 2025 Investigations under Article 4 of Law No. 4054 Case name, companies under investigation and industry Issues Developments Production and sale of cement and ready-mixed concrete• Batıbeton Sanayi AŞ• Öztürk Ticaret • Şölen Çimento Yapı İnş. San. ve Tic. Ltd. Şti• Çimentaş İzmir Çimento Fabrikası Türk AŞ  Restrictive agreements—price fixing and customer allocation • Infringement decision announced—27/05/2025; fines totalling TRY 42,401,366 imposed Elevator maintenance• 14 undertakings (listed here) Restrictive agreements—price fixing and customer allocation •Infringement decision announced—28/01/25; fines totalling TRY 418,391 imposed 2024 Investigations under Article 4 of Law No. 4054 Case name, companies under investigation and industry Issues Developments Cleaning products• Viking Kağıt ve Selüloz Sanayi ve Ticaret AŞ Restrictive agreements—RMP •Settlement agreement reached—13/11/2024; fines totalling TRY 9,073,292 imposed Private education• 18...

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Director’s questionnaire—secondary offers

Director’s questionnaire—secondary offers Private and confidential [Insert company name] (Company) Introduction Director's questionnaire For completion by [insert date] This questionnaire has been prepared in connection with the proposed [placing OR open offer OR rights issue] of [insert amount] ordinary shares of [insert nominal value] pence each in the capital of the Company (Ordinary Shares) and the proposed application for admission of the Ordinary shares to [listing on the Official List of the Financial Conduct Authority and to trading on the market for listed securities operated by London Stock Exchange plc OR trading on AIM] (Admission). This is an important document and you should answer all questions truthfully and without omissions. Please answer all questions fully and if insufficient space is provided please provide additional information on a separate sheet of paper duly signed, dated and attached to this questionnaire. If a question is answerable in the negative, please answer 'No'. Do not leave any section blank. In this questionnaire, the term 'company' includes any...

Special administration—letter to all known creditors: notice of appointment of special administrators

Special administration—letter to all known creditors: notice of appointment of special administrators [TO BE TYPED ON THE HEADED NOTEPAPER OF THE SPECIAL ADMINISTRATORS’ FIRM] TO ALL KNOWN CREDITORS [ENTER DATE] [name of Investment Bank]—in special administration (the ‘Investment Bank’) I write to advise you that I was appointed as Joint Special Administrator of the Investment Bank on [date] together with my partner, [name of other special administrator]. A formal notice of appointment is attached. Under the Investment Bank Special Administration Regulations 2011, SI 2011/245 (the ‘Regulations’) the purpose of the special administration is to achieve the following objectives: • ensure the return of client assets as soon as reasonably practicable • ensure timely engagement with market infrastructure bodies and the authorities pursuant to Regulation 13, and • to either: — rescue the investment bank as a going concern, or — wind it up in the best interests of creditors In this matter, the [Financial Conduct Authority OR Prudential Regulation Authority] has consented to the special administration...

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First UPC infringement decision for second medical use claims

Life Sciences analysis: Chris Weekes, Technical Assistant at D Young & Co, considers a recent landmark decision on the infringement of a second medical use patent, highlighting how the Unified Patent Court (UPC) may treat this type of claim.

Court of Appeal highlights importance of making timely objection to tribunal (Czech Republic v Diag Human SE)

Arbitration analysis: The Court of Appeal allowed only one out of three appeals and dismissed the remaining challenges to an investment treaty award that were brought pursuant to sections 67 and 68 of the Arbitration Act 1996 (AA 1996). The Court of Appeal set aside the award in favour of one of the parties because it concluded that the party in question did not qualify as an ‘investor’ under the relevant bilateral investment treaty (BIT). It also dismissed the respondents’ arguments that the challenges brought by the appellant were precluded by AA 1996, s 73, alternatively that they were not (with one exception) jurisdictional in nature within the meaning of AA 1996, s 31 so as to amount to legitimate grounds of challenge under AA 1996, s 67. Ultimately, however, the Court of Appeal dismissed all the appellant’s challenges. Written by Iain Sharp, partner, and Reema Shour, senior knowledge lawyer, at Hill Dickinson LLP.