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Minor and consequential amendments relating to Part 1 |
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Amendments relating to auditors |
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Companies Act 1989 (c. 40) |
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1 | The Companies Act 1989 has effect subject to the following amendments. |
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2 | In section 30(5), for “Parts I and II” substitute “Parts I, II and III”. |
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3 | In the following provisions, for “established” substitute “designated”— |
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(a) | sections 40(1)(a) and 47(3)(c); |
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(b) | section 87(4) in the entry relating to bodies established by order |
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under section 46 of the Act. |
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Companies (Northern Ireland) Order 1990 (S.I. 1990/593(N.I. 5)) |
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4 | In the Companies (Northern Ireland) Order 1990, omit Article 49 and |
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Schedule 14 (supervisory and qualifying bodies: restrictive practices). |
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Amendments relating to accounts and reports |
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Companies Act 1985 (c. 6) |
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5 | The Companies Act 1985 has effect subject to the following amendments. |
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6 | In section 249E(2)(d) (rights to information)— |
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(a) | for “section 389A(1) and (2)” substitute “sections 389A(1) and 389B(1) |
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(b) | for “the auditors” substitute “an auditor”. |
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7 | In section 732(1) and (2)(a) (prosecution by public authorities), after “210,” |
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8 | In section 733(1) (offences by body corporate), after “216(3)” insert “, 245E(3), |
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9 | In section 734(1) (criminal proceedings against unincorporated bodies)— |
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(a) | after “under” insert “section 245E(3), section 245G(7),”; and |
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(b) | omit “section 389A(3) or”. |
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10 (1) | Schedule 24 (punishment of offences) is amended as follows. |
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(2) | After the entry relating to section 234(5) insert— |
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(3) | After the entry relating to section 241A(10) insert— |
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(4) | For the entries relating to sections 389A(2), 389A(3) and 389A(4) substitute— |
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Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) |
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11 | The Companies (Northern Ireland) Order 1986 has effect subject to the |
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12 | In Article 680(1) and (2)(a) (prosecution by public authorities), after “218,” |
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13 | In Article 680A(1) (offences by bodies corporate), after “224(3),” insert |
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14 | In Article 680B(1) (criminal proceedings against unincorporated bodies), |
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after “Articles” insert “253E(3),”. |
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15 | In Schedule 23 (punishment of offences), after the entry relating to Articles |
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249(2) and 250(2) insert— |
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Amendments relating to investigations |
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Companies Act 1985 (c. 6) |
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16 | The Companies Act 1985 has effect subject to the following amendments. |
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17 | After section 447 insert— |
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| “447A Information provided: evidence |
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(1) | A statement made by a person in compliance with a requirement |
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under section 447 may be used in evidence against him. |
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(2) | But in criminal proceedings in which the person is charged with a |
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(a) | no evidence relating to the statement may be adduced by or |
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on behalf of the prosecution, and |
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(b) | no question relating to it may be asked by or on behalf of the |
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| unless evidence relating to it is adduced or a question relating to it is |
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asked in the proceedings by or on behalf of that person. |
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(3) | A relevant offence is any offence other than the following— |
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(a) | an offence under section 451, |
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(b) | an offence under section 5 of the Perjury Act 1911 (false |
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statement made otherwise than on oath), or |
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(c) | an offence under section 44(2) of the Criminal Law |
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(Consolidation) (Scotland) Act 1995 (false statement made |
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otherwise than on oath).” |
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18 | For section 449 substitute— |
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“449 | Provision for security of information obtained |
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(1) | This section applies to information (in whatever form) obtained— |
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(a) | in pursuance of a requirement imposed under section 447; |
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(b) | by means of a relevant disclosure within the meaning of |
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(c) | by an investigator in consequence of the exercise of his |
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powers under section 453A. |
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(2) | Such information must not be disclosed unless the disclosure— |
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(a) | is made to a person specified in Schedule 15C, or |
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(b) | is of a description specified in Schedule 15D. |
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(3) | The Secretary of State may by order amend Schedules 15C and 15D. |
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(4) | An order under subsection (3) must not— |
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(a) | amend Schedule 15C by specifying a person unless the |
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person exercises functions of a public nature (whether or not |
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he exercises any other function); |
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(b) | amend Schedule 15D by adding or modifying a description of |
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disclosure unless the purpose for which the disclosure is |
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permitted is likely to facilitate the exercise of a function of a |
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(5) | An order under subsection (3) must be made by statutory instrument |
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subject to annulment in pursuance of a resolution of either House of |
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(6) | A person who discloses any information in contravention of this |
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(a) | is guilty of an offence, and |
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(b) | is liable on conviction to imprisonment or a fine or to both. |
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(7) | Sections 732 (restriction on prosecutions), 733 (liability of individuals |
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for corporate default) and 734 (criminal proceedings against |
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unincorporated bodies) apply to the offence under subsection (6). |
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(8) | Any information which may by virtue of this section be disclosed to |
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a person specified in Schedule 15C may be disclosed to any officer or |
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(9) | This section does not prohibit the disclosure of information if the |
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information is or has been available to the public from any other |
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(10) | Nothing in this section authorises the making of a disclosure in |
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contravention of the Data Protection Act 1998.” |
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19 | For section 451 substitute— |
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| “451 Punishment for furnishing false information |
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(1) | A person commits an offence if in purported compliance with a |
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requirement under section 447 to provide information— |
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(a) | he provides information which he knows to be false in a |
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(b) | he recklessly provides information which is false in a |
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(2) | A person guilty of an offence under this section is liable on |
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conviction to imprisonment or a fine or to both. |
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(3) | Sections 732 (restriction on prosecutions), 733 (liability of individuals |
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for corporate default) and 734 (criminal proceedings against |
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unincorporated bodies) apply to an offence under this section.” |
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20 | In section 451A (disclosure of information by Secretary of State or inspector), |
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for subsection (1) substitute— |
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“(1) | This section applies to information obtained— |
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(a) | under sections 434 to 446; |
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(b) | by an inspector in consequence of the exercise of his powers |
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(a) | for subsection (1) substitute— |
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“(1) | Nothing in sections 431 to 446 compels the disclosure by any |
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person to the Secretary of State or to an inspector appointed |
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by him of information in respect of which in an action in the |
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High Court a claim to legal professional privilege, or in an |
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action in the Court of Session a claim to confidentiality of |
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communications, could be maintained.” |
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(b) | for subsections (2) and (3) substitute— |
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“(2) | Nothing in sections 447 to 451— |
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(a) | compels the production by any person of a document |
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or the disclosure by any person of information in |
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respect of which in an action in the High Court a claim |
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to legal professional privilege, or in an action in the |
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Court of Session a claim to confidentiality of |
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communications, could be maintained; |
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(b) | authorises the taking of possession of any such |
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document which is in the person’s possession. |
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(3) | The Secretary of State must not under section 447 require, or |
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authorise a person to require— |
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(a) | the production by a person carrying on the business |
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of banking of a document relating to the affairs of a |
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(b) | the disclosure by him of information relating to those |
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| unless one of the conditions in subsection (4) is met. |
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(a) | the Secretary of State thinks it is necessary to do so for |
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the purpose of investigating the affairs of the person |
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carrying on the business of banking; |
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(b) | the customer is a person on whom a requirement has |
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been imposed under section 447; |
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(c) | the customer is a person on whom a requirement to |
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produce information or documents has been imposed |
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by an investigator appointed by the Secretary of State |
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in pursuance of section 171 or 173 of the Financial |
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Services and Markets Act 2000 (powers of persons |
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appointed under section 167 or as a result of section |
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168(2) to conduct an investigation). |
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(5) | Despite subsections (1) and (2) a person who is a lawyer may |
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be compelled to disclose the name and address of his client.” |
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22 | In section 732 (prosecution by public authorities)— |
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(a) | in subsection (1), for “447 to 451” substitute “448, 449 to 451, 453A”; |
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(b) | in subsection (2)(b), for “447 to 451” substitute “448, 449 to 451 and |
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(c) | in subsection (3), after “privilege” insert “or, in Scotland, |
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confidentiality of communications”. |
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23 | In section 733 (offences by bodies corporate)— |
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(a) | in subsection (1), for “and 447 to 451” substitute “, 448, 449 to 451 and |
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(b) | in subsection (4), for “447 to 451” substitute “448, 449 to 451 and |
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24 | In section 734(1) (criminal proceedings against unincorporated bodies), for |
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“447 to 451” substitute “448, 449 to 451 or section 453A”. |
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25 | After Schedule 15B insert— |
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1 | The Secretary of State. |
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2 | The Department of Enterprise, Trade and Investment for Northern |
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5 | The Director of Public Prosecutions. |
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6 | The Director of Public Prosecutions for Northern Ireland. |
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7 | The Financial Services Authority. |
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10 | The Scottish Ministers. |
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1 | A disclosure for the purpose of enabling or assisting a person |
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authorised under section 245C to exercise his functions. |
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2 | A disclosure for the purpose of enabling or assisting an inspector |
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appointed under Part 14 to exercise his functions. |
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3 | A disclosure for the purpose of enabling or assisting a person |
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authorised under section 447 of this Act or section 84 of the |
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Companies Act 1989 to exercise his functions. |
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4 | A disclosure for the purpose of enabling or assisting a person |
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appointed under section 167 of the Financial Services and Markets |
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Act 2000 (general investigations) to conduct an investigation to |
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5 | A disclosure for the purpose of enabling or assisting a person |
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appointed under section 168 of the Financial Services and Markets |
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Act 2000 (investigations in particular cases) to conduct an |
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investigation to exercise his functions. |
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6 | A disclosure for the purpose of enabling or assisting a person |
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appointed under section 169(1)(b) of the Financial Services and |
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Markets Act 2000 (investigation in support of overseas regulator) |
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to conduct an investigation to exercise his functions. |
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7 | A disclosure for the purpose of enabling or assisting a person |
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appointed under section 284 of the Financial Services and Markets |
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Act 2000 (investigations into affairs of certain collective |
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investment schemes) to conduct an investigation to exercise his |
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8 | A disclosure for the purpose of enabling or assisting a person |
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appointed under regulations made under sections 262(1) and |
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(2)(k) of the Financial Services and Markets Act 2000 |
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(investigations into open-ended investment companies) to |
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conduct an investigation to exercise his functions. |
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9 | A disclosure for the purpose of enabling or assisting the Secretary |
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of State or the Treasury to exercise any of their functions under |
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(b) | the insider dealing legislation; |
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(c) | the Insolvency Act 1986; |
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(d) | the Company Directors Disqualification Act 1986; |
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(e) | Part 2, 3 or 7 of the Companies Act 1989; |
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(f) | the Financial Services and Markets Act 2000. |
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10 | A disclosure for the purpose of enabling or assisting the Scottish |
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Ministers to exercise their functions under the enactments relating |
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11 | A disclosure for the purpose of enabling or assisting the |
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Department of Enterprise, Trade and Investment for Northern |
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Ireland to exercise any powers conferred on it by the enactments |
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relating to companies or insolvency. |
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12 | A disclosure for the purpose of enabling or assisting a person |
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appointed or authorised by the Department of Enterprise, Trade |
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and Investment for Northern Ireland under the enactments |
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relating to companies or insolvency to exercise his functions. |
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13 | A disclosure for the purpose of enabling or assisting the |
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Occupational Pensions Regulatory Authority to exercise their |
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functions under any of the following— |
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(a) | the Pension Schemes Act 1993; |
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(b) | the Pensions Act 1995; |
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(c) | any enactment in force in Northern Ireland corresponding |
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14 | A disclosure for the purpose of enabling or assisting the Bank of |
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England to exercise its functions. |
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15 | A disclosure for the purpose of enabling or assisting the body |
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known as the Panel on Takeovers and Mergers to exercise its |
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16 | A disclosure for the purpose of enabling or assisting organs of the |
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Society of Lloyd’s (being organs constituted by or under the |
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Lloyd’s Act 1982) to exercise their functions under or by virtue of |
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the Lloyd’s Acts 1871 to 1982. |
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17 | A disclosure for the purpose of enabling or assisting the Office of |
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Fair Trading to exercise its functions under any of the following— |
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(a) | the Fair Trading Act 1973; |
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(b) | the Consumer Credit Act 1974; |
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(c) | the Estate Agents Act 1979; |
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(d) | the Competition Act 1980; |
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