Insights & News

M&A employment law support - top ten questions

Inbrief

19 January 2024

In mergers and acquisitions (M&A) navigating the legal requirements and ramifications of the deal can be tricky.

M&A employment law support: TUPE clauses in a business transfer agreement

Inbrief

19 January 2024

If the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply to a business sale, it has significant ramifications for both the buyer and seller. This Inbrief examines how the business transfer agreement can best cater for these issues.

TUPE

Inbrief

12 January 2024

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) and previous versions of the regulations have been in force in the UK since 1981. The purpose of TUPE is to safeguard employee rights in the transfer of a business.

M&A employment law support – post completion integration, changes to terms and redundancies

Inbrief

05 September 2023

This Inbrief examines some of the legal challenges a buyer may face once the deal is done and integration is the number one focus – whether across its simple day to day operations, or in relation to more drastic steps such as restructuring and dismissals.

Government to cap non-competes and make limited changes to TUPE and Working Time Regulations

10 May 2023

Non-competes will be limited to three months, rolled up holiday pay will be allowed and employers will not always have to elect representatives for TUPE transfers, according to the government’s Smarter Regulation paper released today. The government has also backtracked on the controversial sunset provision in the Retained EU Law Bill.

Insolvency and TUPE

Inbrief

04 January 2023

Buying from an administrator can be a golden opportunity to pick up a business at a substantial discount to market value. It is a chance for a fresh start, without the debt and creditor demands experienced by the insolvent owner. But no business can run without people – and employment law tends to protect employees.

What might the Brexit Freedoms Bill mean for employment law?

23 September 2022

No more right to paid holiday. Goodbye TUPE. Farewell limits on working hours. This article takes a first look at the government’s Brexit Freedoms Bill and the potentially major implications for UK employment law.

Managing your international M&A –Top Ten Questions

20 June 2022

In international mergers and acquisitions (M&A) navigating the legal requirements and ramifications of the deal can be tricky. This article sets out the top ten questions that sellers and buyers need to consider in relation to employment law in global M&A transactions. We also offer some insights and tips on how to get the deal done.

M&A employment law support – TUPE and changes to terms

Inbrief

25 May 2022

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) can raise some difficult employment law issues during mergers and acquisitions. This Inbrief examines the challenge for a buyer of changing employees’ terms and conditions once the deal is done.

Employees’ contracts can be split so they transfer to multiple employers on a TUPE service provision change

10 March 2021

In the case of a TUPE transfer when a service is outsourced or re-tendered, the Employment Appeal Tribunal has ruled that an employee’s contract can be split so they go from working full time for one employer to working part time for two or more.

Employment contract of transferring worker can be split between transferees

09 September 2020

In a transfer of an undertaking involving multiple transferees, the European Court of Justice (ECJ) has ruled that under the EU Acquired Rights Directive (ARD), the employment contract of a transferring worker can be split between each of the transferees.

Transfer-related contractual changes void even if beneficial for employees

09 September 2020

The Employment Appeal Tribunal (EAT) has ruled that the provision under TUPE which renders contractual variations void if they are made because of the transfer applies to changes that are advantageous as well as detrimental to employees. On the facts of the case, this meant that owner-directors who had made significant improvements to their own employment terms before a TUPE transfer could not enforce these against the transferee.

Acquired Rights Directive may apply even if significant tangible assets do not transfer in asset-focused business

09 September 2020

In a German case, the European Court of Justice (ECJ) has considered whether the EU Acquired Rights Directive could apply to the transfer of an asset-focused business where significant tangible assets did not transfer due to legal, technical or environmental constraints.

Transferee not party to TUPE claim should appeal to EAT for suspension of re-engagement order

09 September 2020

The Court of Session (CS) in Scotland has ruled that a transferee who had not been a party to the original Employment Tribunal (ET) claim, but had a re-engagement order made against it, could only seek the suspension of that order by appealing to the Employment Appeal Tribunal (EAT). The transferee could not apply directly to the CS to have the order suspended.

Tribunal finds that 'workers' transfer under TUPE

28 November 2019

In a surprise decision, with potentially wide-ranging ramifications, an Employment Tribunal (“ET”) has found that “workers”, as well as traditional “employees”, transfer under TUPE.

Employee entitled to long-term disability benefits after TUPE transfer

02 October 2019

The Employment Appeal Tribunal (“EAT”) concluded in a recent case that, following a TUPE transfer, an employee who was unfairly dismissed and suffered disability discrimination was entitled to compensation on the basis he would have been entitled to long-term disability benefits until death or retirement, had he not been dismissed.

EU Acquired Rights Directive may apply to transfer of client investments to new firm

02 October 2019

In a Slovenian case, the European Court of Justice (“ECJ”) has considered whether the EU Acquired Rights Directive (“ARD”) applied to a situation in which a stock market intermediary ceased operations, but gave its clients the option to transfer their financial instruments and other managed assets to another named intermediary.

Responsibility for pay information transfers under TUPE

02 October 2019

In a recent case, the Employment Appeal Tribunal (“EAT”) has ruled that the duty of an employer to keep and provide pay records under national minimum wage legislation transferred under TUPE from the transferor to the new employer.

Can restrictive covenants survive a TUPE transfer or are they TUPE’doed?

24 April 2019

“To be, or not to be: that is the question.” Many will know these to be Hamlet’s words early in the eponymous play. TUPE or not TUPE (with respect to restrictive covenants) is a thought that most buyers of a business have, but often too late in the day. What do these two have in common? Potentially tragic consequences.

Removal of outdated contractual entitlement following transfer was not void

09 April 2019

The Employment Appeal Tribunal (“EAT”) has upheld a decision that the removal of outdated contractual entitlements following a TUPE transfer was not void, as the sole or principal reason was not the transfer or a reason connected with the transfer