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Trustees and companies may need advice when corporate sales and purchases take place. Pension liabilities can be 'deal breakers', particularly where there are schemes with significant deficits that the buyer and seller have to address as part of the commercial negotiations.
There are proposals for the Transfer of Undertakings regulations (TUPE) to be extended to confer protection over the future pension rights of transferring employees. Aside from those proposals, recent European cases have thrown some doubt on the breadth of the 'pensions exclusion' in the TUPE regulations, which generally leaves transferring employees with little legal protection over their pension rights (as opposed to their other terms of employment, which are protected).
Companies buying a business or another target company may need advice specifically on the pensions liabilities they will inherit. Will the company be able to amend the scheme in future, for example? Will it be able to close the scheme to new members?
If it is a business purchase, will the new employer have to replicate the old employer's pension arrangements? If terms have been agreed in the heat of a commercial transaction, is the purchaser clear about what they mean, and what it will take to implement them in practice?
A company's existing corporate advisers may themselves need to bring in additional pensions expertise. Alternatively, those advisers may have a conflict, and be unable to act for the trustees, as well as the company. The company may have negotiated fund transfer terms with a buyer, for example, and the trustees may need their own advice about whether they can and should honour the commercial terms.
As we undertakes no general corporate work ourselves, our pensions services dovetail well with the services provided by existing corporate advisers.