Pension issues on a takeover—Takeover Code requirements
Produced in partnership with Andrew Patten of Fieldfisher and Dentons

The following Pensions practice note produced in partnership with Andrew Patten of Fieldfisher and Dentons provides comprehensive and up to date legal information covering:

  • Pension issues on a takeover—Takeover Code requirements
  • The Takeover Code
  • Purpose of the Takeover Code
  • When does the Takeover Code apply?
  • Application of the Takeover Code to pension schemes
  • To which pension schemes does the Takeover Code apply?
  • Key pension provisions
  • Offeror issues
  • The rule of six
  • Pension scheme agreements
  • More...

Pension issues on a takeover—Takeover Code requirements

FORTHCOMING DEVELOPMENT 1: On 11 February 2021 the Pension Schemes Bill received Royal Assent becoming the Pension Schemes Act 2021 (PSA 2021). Among other things, Part 3 of PSA 2021 is designed to strengthen the powers of the Pensions Regulator (TPR), including the introduction of new criminal offences targeting certain behaviour in respect of DB schemes (namely the offence of avoidance of employer debt and the offence of conduct risking accrued scheme benefits), making changes to the contribution notice (CN) regime and notifiable events regime (including by requiring corporate planners to make a declaration of intent in respect of certain corporate transactions), broadening TPR’s information gathering powers and extending TPR’s powers to impose civil penalties as well as making changes to TPR’s powers in its oversight of corporate transactions. These provisions have yet to come into force.

More specifically, the PSA 2021 will introduce three new criminal offences to prevent and penalise the mismanagement of DB pension schemes — two of these criminal offences aim to target individuals who mishandle DB pension schemes and thus endanger workers’ pensions. These criminal offences include:
the offence of avoidance of employer debt. A person will commit such an offence if, without reasonable excuse, they intentionally prevent the recovery of part or the whole of an employer’s s 75 debt calculated by reference

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