1 / 9

FRAMEWORK for a TRANSFER OF ENGAGEMENTS

FRAMEWORK for a TRANSFER OF ENGAGEMENTS. Robert Wharton of Thrings LLP. What is it?. Moving from one society to another, the obligations to and from its members. How does it happen? Agreement Information to members Special Resolutions FSA consent Court consent (part VII FiSMA).

madeson-scott
Download Presentation

FRAMEWORK for a TRANSFER OF ENGAGEMENTS

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. FRAMEWORK for aTRANSFER OF ENGAGEMENTS Robert Wharton of Thrings LLP

  2. What is it? Moving from one society to another, the obligations to and from its members. How does it happen? • Agreement • Information to members • Special Resolutions • FSA consent • Court consent (part VII FiSMA)

  3. Preliminaries • Confidentiality/Exclusivity agreement • Brief report by actuary/accountant • Heads of terms • FSA discussions • Draft timetable • What law applies • 1992 Act and SUP 18.4 • Society to Society • FiSMA (SUP 18.2) • Insurance Company

  4. LEGAL DOCS (1) • Agreement • Duty to promote transfer • Conditions precedent • Premises/employees/IT • Contracts/outsourcing • Pension schemes • Concurrent activity • Transferee’s actuarial report on minimum solvency • Timetable • Transfer instrument • Actuarial report on assets (long term business)

  5. LEGAL DOCS (2) Transfer instrument • States policies to be transferred • Ring fenced fund • Maintenance of fund by transferee • Allocation of costs/new business • Principles of financial management (long term business only) • Closure of ring fenced fund • Dissolution of transferor

  6. Information to members • Schedule 15 1992 Act • Statement to ALL members entitled to vote • “Sufficient” information “financial strengths” and “Key features” of parties • Comparative balance sheets • Number of members, types of policies, premium income • Summary of actuary’s statements • Independent actuary’s report • Auditors statement, reasonableness of info

  7. Member agreement • Special Resolutions of each party • Alteration of Rules of transferor • Transfer of part – “affected members” resolution FSA discretions/quirks • Board of directors decision of transferee • Independent actuary • Auditors statement • Foreign customers • EEA state consultation

  8. Final consent 1992 Act • FSA public learning • Confirm consent Court hearing All at the effective date Not covered • Conversion to a corporation • Amalgamation of societies

  9. Contact • Robert Wharton • Tel: 0117 930 9572 or 020-7766-5600 • Email: rwharton@thrings.com This presentation does not constitute legal advice

More Related