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Corporate activity & pensions

Sunday, 25 August 2019

In the current economic and regulatory climate, pensions can play a significant role in corporate activity.  A small misstep can have severe financial repercussions that may not come to light for many years. Solutions therefore need to be commercial, practical and far-sighted.


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Head of Pensions

Daniel Gerring

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+44 (0)20 7295 3341

Daniel is Head of Pensions at Travers Smith. He advises on all aspects of pensions law, acting for trustees and employers as well as parties to corporate activity.

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In the transactional space, we have a track record of advising corporates, sponsoring employers, pension scheme trustees, private equity and other investors and lenders on transactions and M&A at the leading edge of the market, on listed and private acquisitions and, on deals with worldwide reach using our global network of close ties with carefully chosen overseas independent law firms who share our specialist strengths and very demanding quality standards.

But corporate pension issues do not solely arise on transactions.  Our clients operate pension funds with assets, collectively, of over £90 billion. Against this backdrop, we provide strategic ongoing advice to employers on how to optimise their legal group structures to manage pension scheme cost and exposure. This includes managing employer withdrawals from pension schemes and associated statutory "section 75" debt management and apportionment arrangements, implementing contingent support such as pension escrow accounts, guarantees and asset-backed contributions, and managing Pensions Regulator involvement in corporate activity.

In addition, corporates planning capital restructurings, dividends, share buybacks, group structure reorganisations, refinancings and similar are well advised to consider how the project will affect the sponsoring employer's ability to sustain its pension obligations (the employer covenant). The Pensions Regulator expects trustees of defined benefit pension schemes to undertake increasingly sophisticated monitoring of the employer covenant and to take action where the covenant is jeopardised. All of this is conducted against a backdrop of regular actuarial valuations and scheme funding negotiations. We are well versed in this area and have good relationships with all the major employer covenant advisory firms from which our clients benefit.

Our corporate finance, private equity, finance and pensions practices work seamlessly as one team to deliver practical pensions solutions for our clients in all these areas.  Our industry links and appointments, coupled with our client base, ensures we are at the forefront of developments in the market as well as changes to legislation. Our experience acting for all types of market participant means we understand there are different perspectives and anticipate where potential issues may arise.  We take a pragmatic and commercially-focussed approach that leads clients to instruct us regularly on their highest-profile and most important work.

"they have great client handling and client care, they make themselves very much part of the team."

Chambers, 2018

"The Travers Smith team were our trusted legal advisers and provided excellent support throughout the process." 

Mike Roberts, PAN Group

Work examples

  • Advising the Trustee of the MGN Pension Scheme (Trinity Mirror's largest DB pension scheme) in connection with the implications for the Scheme of Reach (formerly Trinity Mirror) plc's acquisition of certain publishing assets of Northern & Shell, including the Daily Express and Daily Star newspapers
  • Advising the Trustee of the AXA UK Group Pension Scheme on the implications for the Scheme of a number of corporate disposals by the sponsor group, including implementing changes to the Scheme's existing security and guarantee arrangements.
  • Advising Nikkei on pensions issues arising in Nikkei's £884m acquisition of the Financial Times.
  • Acting for the Willis pension scheme in relation to the $18 billion Willis Towers Watson merger, which included a US parent company, and its implications for scheme funding and security arrangements.
  • Advising Micro Focus International PLC on the non-US pensions aspects of its USD8.8 billion merger with Hewlett-Packard Enterprise.
  • Advising Bridgepoint on the pensions aspects of its £655m acquisition of Miller Homes.
  • Advising the trustee of the Guilbert UK Retirement Benefits Plan during the sale of its sponsor, the European business of Office Depot, Inc, to The Aurelius Group.
  • Advising Steinhoff on the pensions aspects of its planned acquisitions of Darty and Home Retail Group.
  • Advising a £multi-billion pension fund on changes to its sponsoring employer group's corporate structure and statutory employer profile and associated employer debt apportionment arrangements.
  • Advising The Middleby Corporation on the pension issues arising in its acquisition of AGA Rangemaster Group plc.
  • Advising the Dow Chemical Pension Schemes on a pensions-led reorganisation of Dow's UK operations, including the merger of three schemes.
  • Acting for Royal Vopak on the pensions aspects of the sale of all of its UK assets to Macquarie Capital and Greenergy.

Industry appointments

We participate in a wide range of pensions industry groups.