All registered schemes must file a return with the Pensions Regulator on an annual basis.

Pensions analysis: The Deputy Pensions Ombudsman has rejected a complaint about pension increases. Martin Scott of gunnercooke LLP looks at the decision.

Pensions analysis: The Pensions Ombudsman has rejected a complaint about pension increases. Martin Scott of gunnercooke LLP looks at the decision.

From A-day, this will be imposed on a scheme administrator if during the course of any rolling twelve-month period the scheme has made one or more scheme chargeable payments. The charge is set at a maximum of 40% of all scheme chargeable payments made in any tax year.

In Willey v HMRC TC02731, the First-tier Tribunal held that a scheme sanction charge of £15,000 charged by HMRC against a professional trustee/scheme administrator for an unauthorised payment was not disproportionate or unreasonable.

Formal name for the framework which governs how an actuarial valuation must be carried out.

Jurisdiction for English schemes The English court may sanction a scheme of arrangement for a foreign company under section 895(1) of the Companies Act 2006 (CA 2006), if (see Knox J in Re Real Estate Development Co and Re Latreefers (No 2)): • the company proposing the scheme is a company as defined by CA 2006, Pt 26 (ie a company liable to be wound up under the Insolvency Act 1986 (IA 1986). This includes a foreign incorporated company; see Re Magyar and IA 1986, ss 220(1)–221) • there's a sufficient connection with England and Wales • the scheme is capable of being effective (eg will be recognised and given effect to in other jurisdictions where the company has assets or creditors) For further details on establishing jurisdiction, see Practice Note: Establishing jurisdiction and sufficient connection. There are examples of foreign companies incorporated in many of the countries throughout Europe which have made use of an English scheme, including: Company’s place of incorporation Company name Austria Apcoa Belgium Apcoa, Re Van Gansewinkel

Judges have found that the caselaw relating to schemes is equally applicable to restructuring plans on certain issues (see Re PizzaExpress (convening) and Re Virgin Atlantic), including lock-up agreements and consent fees (although different considerations may apply when cross-class cramdown (CCCD), is used in restructuring plans). For a detailed analysis of key metrics (including the size of any consent fee) from the RPs filed in 2024 and commentary from leading lights in the restructuring world, see News Analysis: Market Insights Trend Report—trends in Part 26A restructuring plans in 2024. Timing In most cases, there is unlikely to be a class issue if a company that is promoting a scheme or restructuring plan enters into an agreement with its creditors, under which they undertake to vote in favour of the scheme or restructuring plan (ie a lock-up agreement) (see Re Telewest Communications) or irrevocable undertaking to approve the scheme or restructuring plan (see Re Vietnam Shipbuilding Industry Group) in return for a fee, if offered to all creditors.

A formal arrangement between the company and its creditors and/or its members (or a class of its creditors or members) pursuant to Part 26 of the Companies Act 2006 (CA 2006).

This Practice Note looks at the general principles involved in determining class issues. For a more detailed look at what may or may not fracture a class in practice, see: Checklist of factors which may (and may not) fracture the class in a scheme of arrangement or restructuring plan. Statute and Practice Statement Part 26 of the Companies Act 2006 (CA 2006), which governs the scheme of arrangement (scheme) procedure and CA 2006, Pt 26A, which governs the restructuring plan (RP) procedure, requires the applicant to apply first for an order of the court convening the relevant meeting(s) of creditors or members or any class(es) to approve the proposed scheme/RP. The court will not have jurisdiction to sanction a scheme/RP at the subsequent sanction hearing if the meetings of the relevant classes of creditors and/or members (as applicable) have not been properly constituted. It is, therefore, vitally important to identify and compose the appropriate classes with due care. Judges have found that the caselaw relating to schemes is generally applicable to

On 5 July 2022, the Financial Conduct Authority (FCA) published guidance on schemes of arrangement (as well as restructuring plans and voluntary arrangements) (FG22/4) following their significant concerns about these tools being proposed and used by firms to avoid paying customers redress (see: LNB News 05/07/2022 72, News Analyses: New FCA draft guidance sets out an interventionist approach to restructuring plans, schemes of arrangement and CVAs and FCA consultation on restructuring guidance—don't confuse the devil with the detail). Practitioners will need to take note of the FCA guidance where the proposed scheme involves regulated companies (ie firms authorised under the Financial Services and Markets Act 2000 (FSMA 2000) and firms authorised or registered under the Payment Services Regulations 2017 (PSRs 2017), SI 2017/752 or Electronic Money Regulations 2011 (EMRs 2011), SI 2011/99). However, this FCA guidance does not apply: • to schemes/restructurings of with-profits funds (investment funds typically offered by insurance companies) • retrospectively to any compromise where the firm has issued a practice statement letter (PSL) (in respect of schemes and restructuring

In recent years, schemes have been the structure of choice for the majority of offerors implementing a takeover despite the prohibition of cancellation schemes in the context of a takeover and the removal of the incidental stamp duty advantages of a cancellation scheme. In 2024, 50 (91%) of the 55 firm offers announced were structured as schemes of arrangement and this popularity of schemes was prevalent across all deal sizes. For further details and analysis, see: Public M&A deals 2024—UK—Market Standards Trend Report [Archived]. This Practice Note discusses the advantages and disadvantages, from the offeror’s perspective, of effecting a takeover by way of a scheme of arrangement as opposed to a contractual offer. For a more detailed look at the options available for structuring a takeover and at the principal features of offers and schemes, see Practice Note: Structuring a takeover—offers vs schemes of arrangement, which includes a summary table—Structuring a takeover—offers vs schemes of arrangement—Key advantages and disadvantages of offers and schemes. Obtaining de facto control To obtain control of a company using an offer structure,