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