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There are some important developments in pensions and insolvency notably the Supreme Court decision pending in Bloom v The Pensions Regulator which focuses on the Regulator's rights where it issues its notice after the commencement of the administration of the recipient.

At the same time, the Regulator continues to assess its ability to impose its powers in the UK and overseas following the decision in Sea Containers Limited. At the same time, its contribution notice in relation to the Bonas Group Pension Scheme was settled at a much reduced figure out of court, following some significant criticism of its approach in Michel van der Wiele v the Pensions Regulator 2011. All of this happens in the context of the English common law's position on the enforcement of foreign judgments having been further refined by the Supreme Court's October 2012 decision in Rubin v Eurofinance.

Against this background Pensions and Corporate Insolvency: A Practitioner's Guide sets out to explain law and practical issues that arise in pensions and insolvency. It covers the pensions law and institutions, powers of the regulators and the establishment of the PFF, sets out the process for preparing for an insolvency including financial assessment, negotiating with the parties involved and competing interests, how to structure the insolvency in terms of moving the liabilities away from the operating company and explains how to handle the assessment and PFF entry. There is also coverage on avoiding negotiation and the regulator risks. Other areas covered include solvent restructuring and international issues relating to exporting the Regulator's powers.

The purpose of the book is to set out the laws and practices relating to pensions within the context of insolvency. It will start with a brief summary of the issues, followed by details of the process to be followed, tactical and structuring issues relating to the various forms of insolvency, restructuring options and the regulatory bodies.  The effect on an international group will also be covered.

Rosalind Connor
Partner, Taylor Wessing LLP

Rosalind is a partner in the pensions group of Taylor Wessing, a leading international law firm.  She has been working as a solicitor in the pensions field since 1998 and has a wide experience in the restructuring industry, including advising on the UK aspects of the restructuring of Dana Corporation, which including some innovative agreements with the Pensions Regulator.  Other high profile work in the restructuring field includes Allders, Heath Lambert and Threshers.

Rosalind has a BA from Oxford University.  She is a Fellow of the Pensions Management Institute and the secretary and vice-chair of its London region.  She is also a member of and secretary to the Association of Pension Lawyers.

Nick Moser
Head of Restructuring & Corporate Recovery Group, Taylor Wessing LLP

Nick has advised on numerous restructurings involving pensions issues and has acted alongside the Pensions Regulator and Pensions Protection Fund (including in contentious matters).  Nick advised the trustees of the Pittards Plc Pension Scheme in one of the earliest restructurings of its kind involving the PPF and routinely advises trustees and other interested parties in restructurings.  Nick obtained his degree in jurisprudence from Lincoln College, Oxford in 1992, gained Solicitor Advocate status in 1998 and was "Insolvency Lawyer of the Year 2011" at the annual Insolvency & Rescue Awards.

Gary Squires
Chartered Accountant, Zolfo Cooper

Gary leads the Pensions Advisory Services team at Zolfo Cooper focused on advising pension scheme sponsors and trustees regarding employer covenant. He is a chartered accountant and licensed insolvency practitioner with over 20 years’ experience in a variety of corporate restructuring and advisory roles. Gary has brought this experience to bear in a broad range of major restructurings and leveraged buyouts including acting as joint administrator in the landmark Federal Mogul case. Since 2004 he has developed a particular niche in pensions regulatory proceedings, having acted in several cases including as advisor or expert witness in the Sea Containers FSD proceedings, the Bonas Contribution Notice and in the Nortel FSD proceedings.

Introduction to Insolvency Law

• Introduction
• Summary of main insolvency procedures
• Directors' duties and liabilities
• Disqualification orders
• Practice

Introduction to Pension Schemes and Pensions Law

• Introduction
• The Pensions Regulator
• The Pension Protection Fund

Preparing for Insolvency

• Involving the trustees
• Trustee powers
• Involving the Regulator
• Involving the PPF
• Continuing the business

The Advisers and their Roles

• The advisers
• The advised
• Shared advisers and conflicts

Financial Assessments

• Introduction
• What is the employer covenant and why is it important?
• Scheme recourse to employers, guarantees and structural priority
• The benefits of independent covenant review
• Covenant monitoring, KPIs and triggers
• What information is required by trustees, employers and other parties in distressed situations?
• Estimated outcome statements

Negotiation with the Parties: A Cacophony of Competing Interests

• The trustees
• The Regulator
• The Pension Protection Fund
• Relationship between the PPF and the Regulator
• The employer
• Other parties
  

Structure of the Insolvency

• PPF Equity Requirement
• Use of a rescue vehicle

The Assessment Period and PPF Entry

• Notification obligations
• The Funding Assessment
• Preparing for entry in the PPF Assessment Period
• Administering the scheme in the Assessment Period
• PPF benefit levels
• Coming out of the Assessment Period
• The effect on the ongoing business

Restructuring without an Insolvency Process

• Changing the Schedule of Contributions
• Managing pension liabilities
• Making changes: moral hazard, type A events and clearance

Proceeding without Clearance

• Introduction
• The pitfalls of a consensual approach
• Clearance
• Seeking advice to quantify regulatory risk
• Lessons for Corporates from the Bonas CN
• The Great Lakes Settlement - the Regulator achieves its goal without full recourse to moral hazard

International Issues

• Exporting the Regulator's Powers
• The theory
• Approach of foreign courts
• The practice
• Examples

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