Joint ventures and reorganisations

Joint ventures

The term 'joint venture' (JV) has no specific legal meaning under UK law. It is essentially a commercial arrangement between two or more parties who agree to pool their resources for the purpose of accomplishing an intended project (or other business activity). The JV vehicle can, for example, take the form of a limited liability company where each party is a shareholder.

The establishment of a JV between two or more sponsoring parties will require the parties to the JV to identify the various pensions issues arising from setting up such a vehicle.

Establishing pension provision for its employees

Pensions issues that arise include:

  1. identifying what pension rights existing employees of the JV vehicle already have on the commencement of their employment

  2. identifying how the JV vehicle will actually acquire the employees, eg, will they be new hires or will they transfer to the new employer in accordance with the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE)?

  3. clarifying what pension provision the JV vehicle is legally obliged to provide its employees. These requirements can vary depending on whether the employees

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TPR calls for elevated trustee governance standards for DB schemes in the era of pension surpluses within a changing pensions landscape

David Walmsley, Director of Trusteeship, Administration and DB Supervision at the Pensions Regulator (TPR), gave a speech at the DB Strategic Investment Forum entitled 'Securing benefits and investing for growth: the changing nature of defined benefit pensions' on 16 September 2025. TPR’s speech emphasises that trustees and administrators must redefine their roles to meet emerging challenges in the defined benefit (DB) pension landscape and are urged to acknowledge that a significant shift has occurred in scheme funding, as most schemes are now in surplus. Trustees are encouraged to work with advisers and employers early and re-examine funding strategies to ensure that valuation submissions under the new DB funding regime are robust - paying particular attention to long-term objectives, investment strategy, covenant strength, and recovery plans. Ultimately, trustees and administrators are warned that they must combine professional expertise with robust governance to manage modern pension schemes effectively. TPR confirmed that it is currently concentrating on issues frequently raised by the market, particularly the role of professional trustee firms and is assessing how these governance models function and handle potential conflicts, especially in integrated service arrangements. To encourage strong governance practices, TPR is due to issue guidance to clarify trustee expectations and showcase best practices. In parallel, TPR is collaborating with the government on an upcoming consultation aimed at developing a modernised regulatory framework for trusteeship and governance. Furthermore, a new strategy will soon be published, setting out TPR’s priorities and approach to improving trusteeship standards through compliance and oversight, with an industry consultation scheduled for the autumn.

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