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.
Government to cap non-competes and make limited changes to TUPE and Working Time Regulations10 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 TUPE04 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.
M&A employment law support: TUPE clauses in a business transfer agreement19 October 2022
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.
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.
TUPE13 July 2022
The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) 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.
Managing your international M&A –Top Ten Questions20 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 terms25 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 change10 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.