Financial Services and Markets Act 2000, section 110

Right to participate in proceedings

Part VII Control of Business Transfers

[F877 (1)F877] On an application under section 107 [F878relating to an insurance business transfer scheme, a banking business transfer scheme or a reclaim fund business transfer schemeF878] , the following are also entitled to be heard—

[F879 (a)the FCA,

(aa)in the case of a scheme falling within subsection (2), the PRA, andF879]

(b)any person (including an employee of [F847the transferor concernedF847] or of the transferee) who alleges that he would be adversely affected by the carrying out of the scheme.

[F880 (2)A scheme falls within this subsection if—

(a)[F847 the transferor concernedF847] or the transferee is a PRA-authorised person, or

(b)[F847 the transferor concernedF847] or the transferee has as a member of its immediate group a PRA-authorised person.F880]

[F881 (3)Subsections (4) and (5) apply where an application under section 107 relates to a ring-fencing transfer scheme.

(4)The following are also entitled to be heard—

(a)the PRA,

(b)where the transferee is an authorised person, the FCA, and

(c) any person (“P”) (including an employee of the transferor concerned or of the transferee) who alleges that P would be adversely affected by the carrying out of the scheme.

(5)P is not entitled to be heard by virtue of subsection (4)(c) unless before the hearing P has—

(a)filed (in Scotland, lodged) with the court a written statement of the representations that P wishes the court to consider, and

(b)served copies of the statement on the PRA and the transferor concerned.F881]

Read section 110 in the full Act → Definitions (7) Cases (27)

Definitions used in section 110

the FCA

(2) The Financial Conduct Authority is in this Act referred to as “the FCA”.

Defined in s.1A(2) · see it in the full Act

“the FCA” means the Financial Conduct Authority;

Defined in s.417(1) · see it in the full Act
the PRA

“the PRA” means the Prudential Regulation Authority;

Defined in s.417(1) · see it in the full Act
employee

(6) The power conferred by sub-paragraph (1) may not be exercised so as to restrict or prohibit discretionary payments to employees or shareholders of a recognised central counterparty (and for this purpose “discretionary payment” has the meaning given by paragraph 13(11) of Schedule 11 to the Financial Services and Markets Act 2023 and “employee” has the meaning given by paragraph 154 of that Schedule).

Defined in Sch.17A para.9B(6) · see it in the full Act
the transferor concerned

(2) In this Part, “the transferor concerned”—

(a)in the case of an insurance business transfer scheme, is to be read in accordance with section 105(2);

(b)in the case of a banking business transfer scheme, is to be read in accordance with section 106(2);

(c)in the case of a reclaim fund business transfer scheme, means the reclaim fund to whose business the scheme relates.

(d)in the case of a ring-fencing transfer scheme, means the body to whose business the scheme relates.

Defined in s.103A(2) · see it in the full Act
PRA-authorised person

(5) In this Act “PRA-authorised person” means an authorised person who has permission—

(a)given under Part 4A, or

(b)resulting from any other provision of this Act,

Defined in s.2B(5) · see it in the full Act

“PRA-authorised person” has the meaning given in section 2B(5);

Defined in s.417(1) · see it in the full Act
immediate group

In this Act “immediate group”, in relation to a person (“A”), means—

(a)A;

(b)a parent undertaking of A;

(c)a subsidiary undertaking of A;

(d)a subsidiary undertaking of a parent undertaking of A;

(e)a parent undertaking of a subsidiary undertaking of A.

Defined in s.421ZA · see it in the full Act
authorised person

“authorised person” has the meaning given in section 31(2);

Defined in s.417(1) · see it in the full Act

(2) In this Act “authorised person” means a person who is authorised for the purposes of this Act.

Defined in s.31(2) · see it in the full Act

Cases considering section 110 (27)

Prudential Assurance Company Ltd and Rothesay Life Plc, Re

[2020] EWCA Civ 1626 · 2 December 2020

The court must scrutinise evidence from persons whom this provision entitles to be heard, together with the expert and regulatory reports (see paras [35]; [81]). A person alleging adverse effect from the scheme is entitled to be heard (see para [35]).

IRB-Brasil Resseguros S.A., Re

[2026] EWHC 2324 (Ch) · 9 September 2026

Applies section 110 to identify those entitled to be heard, including the PRA, FCA and persons alleging adverse effect; the court considered the regulators’ reports and the withdrawn objection. (see paras [32]-[43])

Scottish Windows Limited, Re

[2025] EWHC 1482 (Ch) · 14 May 2025

The court applied the requirement that a person seeking to be heard must allege that carrying out the scheme would adversely affect them. Mr Kell identified no adverse effect caused by the proposed scheme. (see paras [55], [74]-[76])

7 more judgments, and what each says about section 110, are in the case-law panel in the full Act.

Explanatory note

207.This section gives the Authority and those affected by the proposed transfer a right to be heard by the court when it is considering an application under section 107.  This will mean that the Authority will be able to make representations about matters which, as regulator, cause it concern.  It also ensures that any person connected with either the transferor or transferee firm - including customers of either firm or their employees - may also make representations to the court about the implications for them.  The court will be able to take these views into account when considering the application.

All the explanatory notes for the Act

Amendments and notes

7 notes from legislation.gov.uk

Amendments

  1. F877S. 110 renumbered as s. 110(1) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 6 para. 4(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
  2. F878Words in s. 110(1) inserted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 1 para. 9(2); S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1
  3. F879S. 110(1)(a)(aa) substituted for s. 110(1)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 6 para. 4(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
  4. F847Words in Pt. 7 substituted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 1 para. 2; S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1
  5. F880S. 110(2) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 6 para. 4(4) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
  6. F881S. 110(3)-(5) inserted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 1 para. 9(3); S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1

Modifications

  1. C325S. 110 applied (1.12.2001) by S.I. 2001/3626, arts. 1, 3(a)