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 [2821]–[2827] • Pension schedule: acting for buyers in an asset purchase EFP vol 31(1) PENSION SCHEMES [2878]–[2850] 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.

STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where an online matching service matches a service provider with a client or customer to provide work or services, and the service provider enters into a contract with the client or customer. Although the service provider remains responsible for carrying out prescribed right to work checks on individuals it employs or engages to perform the services, the online matching service may be treated as 'employing' any individual who personally performs the services and so may also be held liable for illegal working unless it satisfies the prescribed requirements for establishing a statutory excuse. The extended liability requirements apply to relevant contractual arrangements entered into on or after 1 October 2026. See News Analysis: Extended scope of the right to work regime: how will it work in practice? and LNB News 14/09/2026 18 for

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

STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where an online matching service matches a service provider with a client or customer to provide work or services, and the service provider enters into a contract with the client or customer. Although the service provider remains responsible for carrying out prescribed right to work checks on individuals it employs or engages to perform the services, the online matching service may be treated as 'employing' any individual who personally performs the services and so may also be held liable for illegal working unless it satisfies the prescribed requirements for establishing a statutory excuse. The extended liability requirements apply to relevant contractual arrangements entered into on or after 1 October 2026. See News Analysis: Extended scope of the right to work regime: how will it work in practice? and LNB News 14/09/2026 18 for

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.

Law360: A pub landlord and seven other business owners have claimed that Liberty Mutual Insurance wrongly refused to cover them for disruption caused by the coronavirus (COVID-19) pandemic to their businesses.

Law360, London: If one word sums up a key trend in financial crime enforcement in 2024, it would be fraud, specifically consumer fraud.