Business sales—pensions warranties

The following Pensions practice note provides comprehensive and up to date legal information covering:

Business sales—pensions warranties
Acting for the buyer
Seller's limitation of scope of warranties
Business sale agreement—general provisions
What should pensions warranties cover?
No other pension scheme
Provision of information
Compliance
Disputes
Warranties specific to defined contribution schemes

More...

Warranties specific to defined benefit schemes
Remedies for breach of warranty
Advantages of indemnities over warranties

THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR PENSION SCHEMES

A business sale agreement will typically include warranties given by a seller in favour of a buyer.

A warranty is a statement by the seller that a particular fact is true, eg a seller may warrant that a particular pension scheme is the only scheme the target company participates in.

Pensions warranties in the agreement will sit alongside warranties on other areas such as real estate and tax or, alternatively, be contained in a separate pensions schedule appended to the agreement.

This Practice Note explains the need for pensions warranties in business sales, their characteristics, the practical considerations when acting for a buyer or seller and some examples of pension warranties.

Acting for the buyer

Ideally, the buyer should undertake a detailed investigation of the pension arrangements of the business being acquired to understand the risks and liabilities involved with the acquisition. This information gathering phase will highlight the areas where protection against potential future liabilities should be sought from the seller through warranties and indemnities in the business sale agreement.

For further information on due diligence, see Practice Note: Pensions due diligence in business sales—an introduction.

However, in some cases, a thorough due diligence will not be possible and the buyer may have to rely mainly on warranty cover where:

•
the level and quality of the pension information provided by

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