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M&A, Outsourcing & TUPE

Understanding and correctly applying TUPE is a critical part of the process of buying and selling businesses, outsourcing and internal group reorganisations.

Our specialist TUPE group has a wealth of experience advising on such matters including providing expert M&A employment support, drafting and negotiating suitable legal protections and assisting our clients to manage risk and find commercial solutions to contentious employment transfers. 

As employees become more aware of their rights, the risks of not managing these situations appropriately are steadily increasing and can be magnified significantly where large numbers of employees are involved. 

We have particular expertise in the following areas:

  • advising both customers and vendors on the employment aspects of outsourcing tenders
  • drafting and negotiating both market standard and bespoke warranties and indemnities including to cover multi-jurisdictional acquisitions and outsourcings
  • undertaking buyer and vendor employment due diligence and advising on pre-sale reorganisations
  • providing expert opinion on the applicability of TUPE including identifying who is correctly in scope to transfer
  • scripting and training both employers and employee representatives in meeting their consultation obligations
  • legislative reform in relation to TUPE and expert analysis of TUPE case law
  • TUPE-equivalent legislation in overseas jurisdictions
  • effecting post-transfer redundancies and harmonisation of employment terms
  • advising on the special rules applicable to insolvent businesses
  • dealing with TUPE’s effect on pensions and other benefits
  • managing TUPE litigation in the Employment Tribunal

We work closely with clients and provide transactional support both to our own M&A colleagues and to other law firms.

Related items

Confirmation that collectively agreed terms are ‘static’ for transferring employees

08 March 2017

In two joined cases referred to the European Court of Justice (“ECJ”) by the German Federal Labour Court, an Advocate General (“AG”) has handed down an advisory opinion on the effect of a TUPE transfer on employment terms governed by a collective agreement.

Test for ‘old-style’ transfer of economic entity requires multifactorial approach

08 March 2017

The Employment Appeal Tribunal (“EAT”) has ruled that an employment tribunal, in finding that the termination of a franchise agreement gave rise to a relevant transfer under TUPE, made the mistake of focusing on one particular factor and failing to adopt a multifactorial approach assessing all the relevant circumstances.

Activities fundamentally the same despite alterations to location and scope of service

01 March 2017

The Employment Appeal Tribunal (“EAT”) has upheld an employment judge’s decision that a service to provide accommodation-based support services for homeless people had remained fundamentally the same before and after a TUPE service provision change (“SPC”), despite alterations to the location and scope of the service.

Continuous service for notice pay preserved on transfer

28 February 2017

An Advocate General (“AG”) of the European Court of Justice has handed down an advisory opinion on an interesting TUPE issue concerning continuous service, arising in a case referred by the Swedish Labour Court

‘ETO’ reasons must entail changes in workforce

06 February 2017

A recent decision of the Employment Appeal Tribunal (“EAT”) serves as a useful reminder of how employers can fairly dismiss employees for an economic, technical or organisational (“ETO”) reason following a TUPE transfer.

TUPE

11 January 2017

The Transfer of Undertakings (Protection of Employment) Regulations 2006 and previous versions of the regulations (which have been in force in the UK since 1981) implement the European Acquired Rights Directive, the general purpose of which is to safeguard employee rights in the transfer of a business.

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