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👩🏻⚖️ What lawyers do in Aegon’s auction sale
Idin Sabahipour & Laura White
January 28, 2026
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Aegon is considering selling its UK business as part of a wider strategy shift towards the US (where demand for retirement and insurance products is growing faster). Aegon is selling it through an auction to make buyers compete, and secure the best price possible.
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👩🏻⚖️ What lawyers do in Aegon’s auction sale
What’s going on here?
Aegon, a Dutch insurance company, is reviewing its UK business to decide if it still fits its long-term plans. As part of that review, it has started a formal process to sell off (or “divest”) its UK arm using an auction sale process.
🤔 What is a divestment?
A divestment is when a company sells part of its business. This could be a specific division of the company, or its operations in a specific country.
Companies usually do this to focus on areas that better align with their long-term strategy, reduce risk, or raise cash.
Why is Aegon considering selling its UK business?
The main reason is that the company’s shifting its focus from Europe to the US. There, the life insurance and retirement market is growing faster.
That’s because of two factors: In the US, you have an ageing population plus, weaker employer pensions than in Europe. That creates strong demand for things like insurance products that guarantee your retirement income.
Right now, despite its European origins, around 70% of Aegon’s operations are in the US. Investors already consider the company to be US-focused. Also, Aegon has reinforced this shift by planning to rebrand as Transamerica and move its headquarters to the US.
So, Aegon’s UK business no longer fits its long-term strategy. Selling it could raise between £2 billion and £3 billion, which Aegon can reinvest into its US growth.
How is the sale process being run?
The sale is being run as an auction.
🤔 What is a company auction sale?
An auction sale is one way a company can be sold. The seller invites several potential buyers to compete at the same time.
Each buyer reviews the business and submits their offer by a deadline. The seller then compares the bids and decides who to continue with.
Sometimes the process runs in rounds. Buyers with weaker offers are dropped, and the remaining bidders are asked to improve their bids, until the seller chooses the preferred buyer.
So far, two types of buyers have shown early interest.
The first group is other insurance companies (including Phoenix Group, Royal London, and Scottish Widows).
The second group is private equity firms, such as CVC, which buy businesses with the aim of improving them and selling them later at a profit.
How does an auction process compare to a traditional sale?
The table below compares an auction sale with a traditional sale where a seller negotiates privately with one buyer (called a “bilateral sale”).
Auction sale | Bilateral sale | |
|---|---|---|
How the sale works | The seller invites multiple buyers to bid at the same time. | The seller negotiates privately with one buyer. |
Price and terms | Competition between bidders often (but not always) leads to a higher price, or better terms — assuming there are enough credible buyers. | With no other competition, the buyer typically has more leverage on price and terms. |
Speed | Buyers are under pressure to be quick to stay in the process — so these deals can move fast. | These can be quick if both buyer and seller are aligned. But the process is slower, since there’s no hard deadline. |
Confidentiality | Sensitive information is shared with multiple potential buyers. This increases the risk of leaks (especially to competitors). | Information is only ever shared with one buyer (which makes confidentiality risk much smaller). |
Upfront work (and cost) | The seller has to prepare more documentation about the company upfront (data room, Q&A, vendor due diligence report) to share with the buyers. If the sale fails, this effort’s wasted. | The buyer covers the cost of the due diligence process, so the seller’s upfront investment of time and money is usually lower. |
How does the legal work differ in an auction sale?
An auction sale creates more legal work for the seller’s lawyers when compared to a standard bilateral sale — especially at the start of the process. That’s because, with multiple buyers involved and tight deadlines, a lot of the legal work needs to be done upfront.
Here are the main tasks lawyers do in an auction transaction.
📦 Preparing the business for sale: Before the auction starts, the seller’s lawyers get the business sale-ready. That could include things like mapping out the group structure, identifying which corporate entities own certain key assets and contracts, and checking where employees sit in the organisation. Lawyers also review major contracts, financing arrangements, regulatory approvals, and disputes, and flag key risks for bidders. This lets multiple buyers assess the business on the same information at the same time.
📝 Creating a vendor due diligence report: In a bilateral sale, the buyer’s lawyers investigate the target company and prepare a due diligence report for their client, outlining any issues. But in an auction, it’s reversed. The seller’s lawyers review major contracts, financing arrangements, regulatory approvals, and disputes, and put the key risks into a vendor due diligence report. This report is then given to the buyers to speed up the process and reduce repeated questions from multiple bidders.
🗂️ Managing the data room: Auction sales rely heavily on virtual data rooms, which are secure online folders (a bit like a massive Google Drive). Lawyers upload and organise documents, control access, and make sure all bidders see the same information at the same time. Junior lawyers spend a lot of time in the virtual data room. Their job is to review documents, update folders, and track what’s been disclosed to the parties.
📑 Standardising the sale documents: In an auction, the seller’s lawyers usually draft a near-final sale and purchase agreement (the key sale document) before bids are even submitted. This sets out the core legal terms (except price) upfront, things like risk allocation, warranties, indemnities, and liability caps. Buyers then price their bids against this draft (they don’t heavily negotiate it). This helps speed up the process.
How can you use this in your applications?
Here are a few ways you can use the insights from this story in your law firm applications.
Insight | Why it’s important | How to use it in your applications |
|---|---|---|
Some divestments are because of strategy, not performance | Companies might be selling off a failing part of their business. But sometimes they divest profitable businesses that don’t fit their direction anymore. In this case, Aegon wanted to focus on growing in the US, not exit the UK because the business is failing. | In a case study, you might be asked to advise a business with parts performing differently. Don’t assume that you’d only sell part of a business if it’s failing. A divestment can be used to sell a profitable part of the business that no longer fits the company’s strategy. Then the funds from the sale can be used to support the company’s preferred strategy. |
Auction processes can maximise value for the seller | An auction creates competition between buyers, which can increase the sale price and help get the process completed faster. | If you’re given a scenario with a sale process, consider whether an auction makes sense — for example, if there’s a valuable asset and multiple credible buyers. Then link this to the benefits of an auction (price and speed). |
Public companies face greater shareholder scrutiny | Aegon is a listed company, so its board is judged by public shareholders and the market on whether it acts in shareholders’ interests. | If you’re asked to analyse a public company, explain that they’re under constant scrutiny from the market. An auction can help a public company show it tested the market and pursued the best available outcome for shareholders. |
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IN OTHER NEWS 🗞
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🚀 Travers Smith has launched a new fintech incubator called Fintech Amplifier. It’s a year-long programme offering early-stage fintech founders legal advice, training, and access to investors and industry contacts. Five startups are in the first cohort, spanning lending, banking, trade finance, and green savings products.
📱 TikTok has struck a deal that avoids it being banned in the US. Its Chinese parent company, ByteDance, has set up a new joint venture that’s majority American-owned, keeping ByteDance’s stake below the legal 20% limit. Big US-linked investors, including Oracle and Silver Lake, now hold significant stakes, and the new company will control safety and content rules for US users. Donald Trump said it was a win for American investors and users, and that he was happy to have helped “save TikTok” after years of national security concerns.
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STUFF THAT MIGHT HELP YOU 👌
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