Affiliate

This term has a number of meanings. In the context of:

  • Bankruptcy, an entity owning or controlling the debtor, or an entity which is owned by the debtor or which is owned by an entity owning or controlling the debtor. Ownership or control is determined by ownership, control or the power to vote 20% or more of the debtor’s outstanding voting securities. It excludes entities holding securities in a fiduciary or agency capacity or solely to secure debt. An affiliate is also an entity whose business, or substantially all of whose property, is operated under a lease or operating agreement by a debtor, or an entity that operates the business or substantially all of the property of the debtor under a lease or operating agreement (§101(2), Bankruptcy Code).

  • Corporate, securities and capital markets, a person or entity that directly or indirectly controls, is controlled by, or is under common control with, another person or entity (Rule 405, Securities Act ( www.practicallaw.com/1-382-3805) and Rule 12b-2, Exchange Act ( www.practicallaw.com/5-382-3808) ). Examples of affiliates include executive officers, directors, large stockholders, subsidiaries, parent entities and sister companies. In addition, the determination of whether two entities are affiliated is a facts and circumstances test and, therefore, two entities may be affiliated when one owns less than a majority of the voting stock of the other.

  • Finance, typically defined in the loan agreement to mean, as to any entity, any other entity (other than a subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such entity. For the purposes of this definition, a subsidiary is an entity which is more than 50% owned by another entity and "control" of an entity means the power, directly or indirectly, to either:

    • vote a certain percentage (typically 5% or 10%) or more of the securities having ordinary voting power for the election of directors of such entity; or

    • direct or cause the direction of the management and policies of such entity whether by contract or otherwise.

{ "siteName" : "PLC", "objType" : "PLC_Doc_C", "objID" : "1247244890726", "objName" : "ACT_OWNED - READ_ONLY - 1-382-3221", "userID" : "2", "objUrl" : "http://us.practicallaw.com/cs/Satellite/us/resource/1-382-3221?null", "pageType" : "Resource", "academicUserID" : "", "contentAccessed" : "true", "analyticsPermCookie" : "22e97be00:15b190ba19c:-6643", "analyticsSessionCookie" : "22e97be00:15b190ba19c:-6642", "statisticSensorPath" : "http://analytics.practicallaw.com/sensor/statistic" }