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

ARCHIVED : This archived Practice Note explains how to use a pension schedule on a business sale, the types of provisions commonly encountered in such a schedule and the issues that may occur when negotiating a pension schedule. Pension schedules have become rarely used in practice. This Practice Note is not maintained and is for background information only. This Practice Note should be read in conjunction with the following precedents: • Pension schedule: acting for sellers in an asset sale EFP vol 31(1) PENSION SCHEMES [2517]–[2522] • Pension schedule: acting for buyers in an asset purchase EFP vol 31(1) PENSION SCHEMES [2512]–[2516] Note that this Practice Note assumes that the buyer acquires a business with employees of the business transferring into employment with the buyer under the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE) at completion. When can a pension schedule be used on a business sale? A pension schedule may be used, in the context of a business sale, where: • immediately prior

Note: the due diligence enquiries are drafted for the buyer and are general in scope. Not every enquiry is relevant to every pension scheme. In practice, they should be amended as necessary to reflect the circumstances of the relevant transaction (and relevant pension schemes). Note: the definition of ‘Business’ and ‘Seller’ in this questionnaire intends to mirror the definition set out in the sale and purchase agreement of the actual business being acquired by the buyer. The buyer will not (usually) inherit the seller’s pension scheme in an asset sale. 1 Pensions 1.1 Please list (a) all pension schemes to which the Seller is currently contributing (or would be contributing but for a contributions holiday) or in which the Seller participates; (b) all life assurance schemes and/or other such protection schemes; and (c) any former pension schemes of the Seller that applied prior to the existing schemes. 1.2 In relation to every pension or retirement benefit scheme or life assurance scheme and/or other such protection scheme affecting employees of the Business (including those registered pursuant to the Finance Act 2004 or otherwise) (each

Businesses need to make strategic choices on an informed basis. This Practice Note sets out how to identify and analyse key threats posed and opportunities offered by the external environment in which your organisation operates and is seeking to survive and prosper in. It is intended to help you to understand your business and what forces are affecting it. You can use Precedent: Understanding business strategy—exercise for in-house lawyers to help stimulate your thoughts and start some useful conversations on strategy in your organisation. Global shifts Major shifts are at work in the global economy. These will continue to transform business over the coming years. As such, it is worthwhile getting a snapshot of your understanding of the big forces at play. These global shifts are associated with: • economic developments • societal and environment changes • business and industry shifts If you have a strategy department, or a department looking at future trends, you will gain valuable insights from talking to them. Marketing departments can also be useful source of information about

A tenancy regulated by the Landlord and Tenant Act 1954.

This Practice Note provides practical guidance on the core UK legal, regulatory and compliance issues for business-to-business (B2B) digital commerce delivered through websites, platforms, mobile apps, portals, APIs/EDIs and related digital channels. It is drafted to support businesses selling goods and/or services to other businesses online, whether through standard form contracting, bespoke framework agreements or models such as Software-as-a-Service (SaaS). This Practice Note considers the regulation of information society services under the Electronic Commerce (EC Directive) Regulations 2002 (E-commerce Regulations 2002), SI 2002/2013, and the regulation of online platforms more widely. It provides a summary of key legal issues such as brand protection, website compliance, advertising and marketing, competition law, and signposts further detailed commentary throughout. For an introduction to digital commerce, including the types of platforms and technologies used, see Practice Note: Digital commerce—introduction. This Practice Note does not consider the formation and enforcement of online B2B contracts. For more information, see Practice Notes: Business-to-business digital commerce—forming contracts online and Digital commerce—website terms, policies and notices. Assimilated law Throughout this Practice Note, references

This Practice Note provides guidance on key contractual issues in business-to-business (B2B) digital commerce conducted using websites, platforms, mobile apps and emails. It covers issues of contract formation (including offer, acceptance, incorporation and consideration) and contract formalities in those contexts (including electronic signatures) and the enforceability of browse-wrap (aka browse wrap, browsewrap or click free) and click-wrap (aka click wrap or clickwrap) terms. For more information on the contractual matrix that generally governs a website, see Practice Note: Digital commerce—website terms, policies and notices. Where businesses use online platforms (such as a marketplace) or mobile apps (m-commerce), generally the same legal issues arise as in the use of any website. Therefore, this Practice Note uses the term ‘website’ for simplicity and identifies specific differences applicable to online platforms or m-commerce only where relevant. For more information, see also: Mobile apps—overview. This Practice Note does not consider the regulation of B2B digital commerce providers more widely. For more information, see Practice Note: Business-to-business digital commerce—compliance and regulation. Assimilated law Throughout this Practice Note, references are

This Practice Note provides practical guidance on the core UK legal, regulatory and compliance issues for business-to-consumer (B2C) digital commerce delivered through websites, platforms, mobile apps and related digital channels. It is drafted to support businesses selling goods, services and digital content to consumers online. For the purposes of this Practice Note, a ‘consumer’ refers to an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. For an introduction to the sector, including applicable terminology and technologies used, see Practice Note: Digital commerce—introduction. This Practice Note considers the available routes to market, the regulation of information society services and online platforms, distance selling and consumer law principles arising in an online context, as well as matters such as product regulation, artificial intelligence, data protection, privacy, security and advertising. Where businesses use online platforms or mobile apps (m-commerce), generally the same legal issues arise as in the use of any website. As such, this Practice Note uses the term ‘website’ for simplicity and identifies specific differences applicable

This Practice Note provides guidance on key contractual issues in business-to-consumer (B2C) digital commerce conducted using websites, platforms, mobile apps and emails. It covers issues of contract formation (including offer, acceptance, incorporation and consideration) and contract formalities in those contexts (including electronic signatures) and the enforceability of browse-wrap (aka browse wrap, browsewrap or click free) and click-wrap (aka click wrap or clickwrap) terms. For more information on the contractual matrix that generally governs a website, see Practice Note: Digital commerce—website terms, policies and notices. Where businesses use online platforms (such as a marketplace) or mobile apps (m-commerce), generally the same legal issues arise as in the use of any website. Therefore, this Practice Note uses the term ‘website’ for simplicity and identifies specific differences applicable to online platforms or m-commerce only where relevant. For more information, see also: Mobile apps—overview. This Practice Note does not consider the regulation of B2C digital commerce providers more widely. For more information, see Practice Note: Business-to-consumer digital commerce—compliance and regulation. Assimilated law Throughout this Practice Note, references are

Law360, London: Hospitality businesses forced to close during the coronavirus (COVID-19) crisis said their insurers owe them £80m, arguing at the first day of trial on 20 May 2025 that they should be compensated for every time they were materially affected by pandemic measures.

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