BUSINESS ASSET TRANSACTIONS |
1.—(1) Subject to the conditions in sub‑paragraphs (2), (3), (4) and (5), where an organisation (X) is a party or a prospective party to a business asset transaction with another organisation (Y), personal data about an applicable individual of Y —(a) | is collected from Y by X for the purposes of the business asset transaction; | (b) | is used or disclosed by X in relation to the business asset transaction; or | (c) | is disclosed by Y to X for the purposes of the business transaction. |
(2) Where the business asset transaction concerns any part of Y or Y’s business assets, the personal data mentioned in sub‑paragraph (1) must relate directly to that part of Y or Y’s business assets, as the case may be. |
(3) If X is a prospective party to the business asset transaction, the following conditions apply:(a) | X may collect, and Y may disclose, only personal data that is necessary for X to determine whether to proceed with the business asset transaction; | (b) | X and Y must have entered into an agreement that requires X to use or disclose the personal data solely for purposes related to the business asset transaction. |
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(4) If X enters into the business asset transaction, the following conditions apply:(a) | X may use or disclose the personal data X collected from Y only for the same purposes for which Y would have been permitted to use or disclose the personal data; | (b) | if any personal data X collects from Y does not relate directly to the part of Y or Y’s business assets with which the business asset transaction entered into is concerned, X must destroy, or return to Y, that personal data; | (c) | X or Y must notify the applicable individuals of Y whose personal data is disclosed that —(i) | the business asset transaction has taken place; and | (ii) | the personal data about them has been disclosed to X. |
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(5) If the business asset transaction does not proceed or is not completed, X must destroy, or return to Y, all personal data collected. |
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2.—(1) Subject to the conditions in sub‑paragraphs (2), (3) and (4), where an organisation (X) is a party or a prospective party to a business asset transaction with another organisation (Y) in respect of Y’s interest in a third organisation (Z) (called in this paragraph the relevant transaction), personal data about an applicable individual of Z —(a) | is collected from Y or Z by X, or from Z by Y, for the purposes of the relevant transaction; | (b) | is used or disclosed by X or Y in relation to the relevant transaction; or | (c) | is disclosed by Y or Z (as the case may be) to X, or by Z to Y, for the purposes of the relevant transaction. |
(2) If X is a prospective party to the relevant transaction, the following conditions apply:(a) | where X collects the personal data mentioned in sub‑paragraph (1) from Y or Z —(i) | X may collect, and Y or Z (as the case may be) may disclose, only personal data that is necessary for X to determine whether to proceed with the relevant transaction; and | (ii) | X and Y or Z (as the case may be) must have entered into an agreement that requires X to use or disclose the personal data solely for purposes related to the relevant transaction; |
| (b) | where Y collects the personal data mentioned in sub‑paragraph (1) from Z —(i) | Y may collect, and Z may disclose, only personal data that is necessary for X or Y (as the case may be) to determine whether to proceed with the relevant transaction; and | (ii) | Y and Z must have entered into an agreement that requires Y to use or disclose the personal data solely for purposes related to the relevant transaction. |
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(3) If X enters into the relevant transaction, the following conditions apply:(a) | X may use or disclose the personal data collected from Y or Z (as the case may be) only for the same purposes for which Y or Z (as the case may be) would have been permitted to use or disclose the personal data; | (b) | Y may use or disclose the personal data collected from Z only for the same purposes for which Z would have been permitted to use or disclose the personal data; | (c) | X, Y or Z must notify the applicable individuals of Z whose personal data is disclosed that —(i) | the relevant transaction has taken place; and | (ii) | the personal data about them has been disclosed to X. |
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(4) If the relevant transaction does not proceed or is not completed —(a) | X must destroy, or return to Y or Z (as the case may be), all personal data collected; and | (b) | Y must destroy, or return to Z, all personal data collected. |
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3. In this Part —“applicable individual”, in relation to an organisation, includes a contractor, a customer, a director, an employee, an officer or a shareholder of the organisation; |
“business asset transaction” —(a) | means the purchase, sale, lease, merger or amalgamation or any other acquisition, disposal or financing of —(i) | an organisation or a portion of an organisation; | (ii) | an interest in an organisation; or | (iii) | any of the business or assets of an organisation, other than any personal data to be disclosed under paragraph 1(1) or 2(1), as the case may be; and |
| (b) | includes —(i) | the amalgamation of a corporation with one or more related corporations; and | (ii) | the transfer or disposal of any of the business or assets of a corporation to a related corporation; |
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“business trust” has the meaning given by section 2 of the Business Trusts Act 2004; |
“corporation” and “related corporation” have the meanings given by section 4(1) of the Companies Act 1967; |
“interest” means —(a) | in relation to a corporation — a share in that corporation; | (b) | in relation to an entity other than a corporation — any right or interest (whether legal or equitable) in that entity, by whatever name called; | (c) | in relation to a business trust — a unit in that business trust; and | (d) | in relation to a trust other than a business trust — any right or interest (whether legal or equitable) in that trust, by whatever name called. |
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