LPC Law Notes Private Acquisitions Notes
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
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Asset Sales
Pensions
= in its most basic form, a pension is simply a pot of money saved up over an e’ees working life, into which the e’ee and/or the e’er make contributions to provide the e’ee (or their estate if they die) w/income during retirement
Why use a pension to save? |
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Types of pension scheme |
-> Always money purchase (basically a pot of money) eg. stakeholder (just a tightly regulated money pension scheme) [see below]
-> money purchase scheme (pot of money - you can get lump sum and annuities) -> final salary pension scheme (you get a percentage of your final salary) [see below] |
Money purchase |
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Final Salary Schemes |
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Group schemes vs single e’er schemes |
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E’ers obligations | Pensions Act (‘PA’) 2006 introduced new obligations on e’ee to provide access to, and contribute towards, pensions for their e’ees. Therefore, contemporary and important issue |
s.75 PA liability -nb. doesn’t apply to money purchase schemesPersonal and Occupational pension schemes - obligations on asset sale | Share sale - under s.75 PA the co ceasing to participate in a group co occupational scheme will be liable for their proportion of any deficit - concern for B. If a co participates in a single e’er occupational then liability remains w/T. There are particular issues w/final salary schemes (or other defined benefit schemes) because if the scheme is in deficit @ time of sale then “e’er cessation event” [aka leaving the scheme] makes the co liable for a huge “e’er” debt to the S group Therefore for both sales it is essential that during DD full deets of pension schemes obtained. Nb. a Asset sale - concern for S because they keep liability of any occupational pension scheme. Nb. s75 liab could also arise if selling co participated in a group final salary scheme and all of its e’ees passed to B and therefore S co is ceasing to participate in scheme. Here though, liability would remain w/selling co and wouldn’t pass to B |
What transfers under TUPE? | Reg 10 transfers
.... but Pensions Act 2004 and Transfer of E’ent (Protection Regs) 2005: ... where S provides occupational pension scheme, B must make some but not the same contributions to:
(nb. a B doesn’t even need to set up occupational pension scheme particularly, just any pension scheme so not too onerous) |
E’ees/TUPE
TUPE = Transfer of Undertakings (Protection of E’ent) Regulations 2006. For purpose of PA module, business sale as a going concern will always constitute a ‘relevant transfer’ for purposes of TUPE
Key TUPE points |
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Relevant transfer | Reg 3(1) - TUPE applies to relevant transfers - on PA module all business sales will satisfy this |
Which e’ees are affected?Botzen and Duncan Webb tests | Limb 1 Reg 4(1)
Limb 2 Reg 4(3) includes reference to e’ees employed immediately before transfer and those dismissed just before transfer. Covers:
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Unfair dismissal | Reg 4(3) says those dismissed just prior to transfer will automatically count as unfairly dismissed if the sole/principal reason for it was:
Effect will be that TUPE will operate to transfer the e’ent contract/any liability to B in respect of such an automatically... |
Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
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