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Deal Spotlight: A&O Shearman and Slaughter and May Lead on Brookfield’s £2.4bn Just Group Acquisition
What is going on here?
Canadian investment giant Brookfield Wealth Solutions is acquiring Just Group, a UK-based FTSE 250 life insurer, in a £2.4bn deal. The transaction will see Just Group merged with Blumont, a Brookfield subsidiary launched earlier this year to capitalise on the growing UK pension risk transfer market.
Two legal heavyweights are leading the charge:
A&O Shearman is advising Brookfield.
Slaughter and May is representing Just Group.
Why does this matter commercially?
The UK’s pension risk transfer market is booming. In simple terms, pension risk transfer involves insurance companies taking on liabilities of corporate pension schemes—essentially managing retirement funds on behalf of employers. With ageing populations and rising life expectancies, this market is becoming increasingly lucrative and strategic for global investors.
Brookfield’s acquisition of Just Group follows other major moves:
Athora’s 5.7bn takeover of PIC, another pension risk player, backed by Apollo.
L&G’s $20bn asset partnership with Blackstone to fuel its annuity business.
All of these signals continued consolidation and increased private capital interest in UK insurance and pensions.
Why should aspiring solicitors care?
1. Clients are changing - know who they are?
Private capital and asset managers like Brookfield, Apollo, and Blackstone are not just finance clients anymore. They are now becoming key players in insurance, pensions, infrastructure, and beyond. As a lawyer, being able to navigate both financial and sector-specific issues will make the firm more valuable to these clients.
2. Law firm strategy and roles.
This deal showcases the calibre of cross-disciplinary teams required for complex transactions:
A&O Shearman involved experts in M&A, insurance regulation, tax, competition, share awards, and financing.
Slaughter and May brought in lawyers across corporate, regulatory, tax, employment, and finance.
It’s a practical example of collaborative legal work across departments—something that trainees and junior lawyers will get involved in.
What are Share Awards?
These are shares in a company that are granted to employees or executives as part of their compensation or incentive package. They are commonly used in listed companies (like Just Group) to align employee interests with those of shareholders and to reward performance or retain talents. 3. Watch the A&O Shearman merger in action.
This is one of the first major transactions under the A&O Shearman brand following the 2024 merger of Allen & Overy and Shearman & Sterling. It demonstrates the strategic advantage of combining US financing capabilities with UK corporate strength – and could offer exciting opportunities for future trainees and associates to work on transatlantic deals.
Legal Implications you should think about:
Regulatory Approvals: Insurance deals often require FCA and PRA clearance.
Competition Law: With multiple deals in the same sector, CMA scrutiny might increase.
Corporate Governance: A 75% premium on share price signals strong confidence—but also potential pressures on directors and stakeholders.
M&A Trends: Understanding premium valuations, deal structures, and shareholder dynamics is key for commercial awareness interviews.
What is PRA Clearance?
PRA clearance refers to regulatory approval from the Prudential Regulation Authority (PRA), a UK financial regulator, when a transaction involves entities such as insurance companies, banks, or other systemically important financial institutions.
What is the PRA?
The PRA is part of the Bank of England. It works alongside the Financial Conduct Authority (FCA) but has a different focus.
PRA’s job: Ensure the safety and soundness of financial institutions so that they don’t pose a risk to the UK economy.
It oversees firms like:
Banks
Building societies
Insurers (including life insurers like Just Group)
Large investment firms
When is PRA Clearance required?
When a change in control happens, like in Brookfield’s £2.4bn acquisition of Just Group, the buyer (Brookfield) must notify the PRA and get clearance before taking control of the regulated firm.
This is required under the Financial Services and Markets Act 2000 (FSMA).
Legal Lingo
What is a Pension Risk Transfer (PRT)?
A pension risk transfer is a financial transaction where a company shifts the responsibility and risk for paying pension benefits from itself to a third party, usually an insurance company.
Why do companies do this?
To reduce their financial risks linked to pension obligations (e.g., investment risk, longevity risk, people living longer than expected).
To improve their balance sheet by removing or reducing pension liabilities.
To secure members’ benefits by passing responsibility to an insurer that specialises in managing pension payouts.
How does it work?
The company buys an insurance policy (often called an annuity) from an insurer.
The insurer takes over the pension payments to members.
The insurer assumes risks like investment returns and longevity.
AND MORE…
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Disclaimer: This format is inspired by techniques I have learned from my mentor and during my LPC, particularly around decoding commercial case studies. If it resembles anyone else’s structure, that’s purely coincidental — but feel free to reach out if you have any concerns. I’m always happy to have a conversation. 😄
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