Insurance broker WTW completes FCA-cleared acquisition of NatWest's workplace pension fintech Cushon as EU watchdog proposes sector-wide reporting reduction
WTW (Willis Towers Watson), the global insurance and advisory broker, has completed its acquisition of Cushon, a workplace pension and savings provider, from NatWest Group, following approval from the Financial Conduct Authority (FCA). The deal represents a classic Section 178 Financial Services and Markets Act 2000 (FSMA) change-of-control transaction — under FSMA, acquiring control of an FCA-authorised firm requires regulatory pre-approval, with the FCA assessing the acquirer's fitness and propriety before a deal can close. Separately, a Law360 report flags that a European watchdog has proposed an EU-wide plan to reduce corporate reporting obligations, framing it as a burden-reduction initiative for businesses operating across member states. The EU proposal reflects a broader regulatory trend — running in parallel with UK FCA deregulatory signals — toward trimming disclosure and compliance costs to improve competitiveness. Together, these two stories reflect the dual regulatory dynamic facing financial services lawyers in 2026: continued transactional regulatory clearance work under FSMA for M&A in the authorised-firms space, alongside evolving reporting obligations as both the UK and EU pursue deregulatory agendas.
Why this matters
The WTW-Cushon completion is a reminder that every acquisition of an FCA-authorised entity triggers a mandatory change-of-control approval process under FSMA Section 178 — a regulatory gateway that can materially affect deal timetables and structure. Financial services M&A lawyers must build FCA pre-approval mechanics into SPA (sale and purchase agreement) drafting from the outset, including long-stop dates that account for FCA review periods. The parallel EU reporting burden reduction proposal, if implemented, would reduce compliance costs for EU-regulated entities but also raises questions about whether UK firms — already navigating post-Brexit divergence — face a dual-track reporting environment. Regulatory lawyers advising cross-border financial services clients will need to track both regimes simultaneously.
On the Ground
A trainee on an FCA change-of-control matter would assist with FCA application form preparation under the Section 178 FSMA regime, draft regulatory notification letters to the FCA confirming completion, and update the compliance gap analysis memo if the acquired firm's regulatory permissions need to be aligned with the acquirer's group structure post-close.
Interview prep
Soundbite
Every FCA-authorised acquisition requires a Section 178 FSMA change-of-control approval — that process shapes deal timetables from day one.
Question you might get
“How does the FCA's Section 178 FSMA change-of-control approval process work, and what are the key risks for a buyer if the FCA raises objections during the review?”
Full answer
WTW has completed its acquisition of Cushon from NatWest after receiving FCA change-of-control approval under Section 178 of FSMA — the mandatory regulatory gateway for acquiring an authorised financial services firm. For M&A lawyers in financial services, this is significant because FCA review periods introduce deal-timing risk that must be managed through careful SPA drafting, including long-stop provisions. The broader context is a rising volume of fintech and insurtech M&A in the UK, each of which triggers this approval process and creates specialist financial regulatory advisory demand. An EU proposal to cut corporate reporting burdens adds a further dimension: cross-border financial services firms may face diverging UK and EU disclosure obligations post-Brexit, sustaining demand for dual-jurisdiction regulatory advice through 2026.
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