Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Intra-group reorganisation definition

What does Intra-group reorganisation mean? In legal practice, an intra-group reorganisation describes the internal reshaping of a corporate group by transferring share capital or assets between group companies to streamline structure, simplify administration and improve operational or economic efficiency. It is a descriptive term rather than one defined in UK or Irish statute or case law, and covers a range of company law and tax-driven steps, such as share-for-share exchanges, hive-ups and hive-downs, business or asset transfers, dividends in specie, capital reductions, demergers and the insertion or removal of holding companies. Key legal features include: adherence to Companies Act procedures (board and shareholder...

Intra-group reorganisations and DB pensions: managing section 75 debts, flexible apportionment, trustee engagement, TUPE, notifiable events, and TPR clearance and criminal risks

Published by a LexisNexis Pensions expert

Practice notes

The pension consequences of an internal group restructuring largely hinge on the make-up of the group’s pension provision. Material pensions questions commonly surface where the group underwrites one or more occupational defined benefit schemes. This Practice Note, using two case studies, highlights the principal matters that employers and trustees ought to consider when carrying out an intra-group reorganisation.

Key pensions considerations

If the group backs a defined benefit (DB) scheme, prompt thought should be given to whether the restructuring would:

trigger the liabilities for employer debt of a sponsoring employer under section 75 of the Pensions Act 1995 (the s 75 debt) and, if so, how that liability could be managed
negatively affect the sponsor support available to the scheme, which could in turn:
- influence the trustees’ approach to the scheme’s investment and funding strategy, or
- expose the sponsoring employers (and those associated or connected with them) to the Pensions Regulator’s (the Regulator’s) anti-avoidance powers
create a risk of committing any of the following criminal offences:
- avoidance of employer debt, and/or
- conduct risking accrued scheme benefits under sections 58A–58B of the Pensions Act 2004 (PeA 2004), and...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Sheamal Samarasekera

Travers Smith

Sheamal is a senior associate in the Travers Smith Pensions Department. He advises pension scheme trustees and sponsoring employers on all aspects of pensions law. Sheamal has particular experience advising employers and trustees in connection with scheme closure exercises and rule amendments. He also has experience advising employers in relation to their automatic enrolment duties and death benefit trust arrangements. Sheamal also advises parties on the pensions aspects of corporate transactions including the powers of the Pensions Regulator. Sheamal is a member of the Association of Pension Lawyers (APL) and sits on the APL's Investment and Defined Contribution Sub-Committee. ...

Robyn Connolly

Travers Smith

Robyn is an associate in the Travers Smith Pensions Sector Group. She advises pension scheme trustees and scheme sponsoring employers on all aspects of pensions law. Robyn has particular experience advising on:· the legal issues affecting the operation and administration of pension schemes, including rule amendments, historic benefit queries, member disputes and communications;· scheme funding and governance; and· the pensions aspects of corporate transactions, including both public and private M&A. Robyn is a member of the Association of Pensions Lawyers. ...

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...