International employment law guides

Duty of fidelity Every employee owes their employer a duty of fidelity. This duty is often described as a duty of good faith or loyalty. Fidelity is a wide notion, comprising several more specific obligations, some of which overlap with each other and with the duty of trust and confidence (see Practice Note: The term of trust and confidence): to act honestly—the duty requires employees deal with their employer truthfully (refer to: Duty of fidelity—honesty, below) not to compete—during employment, employees must not work for a rival organisation, including one they have founded (see: Duty of fidelity—competition and Duty of fidelity— Preparation to compete, below) not to secure a secret profit—employees must not earn undisclosed profit and must hand over to the employer any sums obtained (see: Duty of fidelity—secret profit, below) to disclose...

The use of malus and clawback The concept that performance-based cash or share awards for executives and senior employees can be reduced (malus) or recovered (clawback) when a material adverse event occurs or later comes to light is now widely accepted and embedded in market practice. Although rooted in the financial services industry, malus and clawback are now standard elements of incentive plans operated by companies listed in the equity shares (commercial companies) category in the UK. This development flows directly from the Financial Reporting Council’s ( FRC) 2014 revisions to the UK Corporate Governance Code in response to the global financial crisis, together with the subsequent expectations of the UK’s major institutional shareholders. The Department for Business, Energy & Industrial Strategy’s ( BEIS) March 2021 consultation on modernising the UK’s audit and corporate governance regime further reinforces that deploying malus and clawback within...

Practice Note: The duty of fidelity and fiduciary duties As explained in Practice Note: The duty of fidelity and fiduciary duties, an implied duty of fidelity in every contract of employment will ordinarily prevent an employee from revealing to third parties confidential material learned in the course of their work. In addition, highly sensitive business information, commonly described as trade secrets, is protected by the equitable duty of confidence. Taken together, these obligations have historically shaped the implied responsibility owed by employees in relation to confidential information. The classification of business information is therefore pivotal: during employment, an employee is subject to an implied obligation not to disclose trade secrets and/or confidential information to others; after employment ends, only the implied restraint against revealing trade secrets persists. One exception is that a former employee may be stopped from benefiting,...

This Practice Note provides links to resources on employee competition and confidentiality, covering post-termination restrictions (also known as restrictive covenants). Across these materials, the term 'post-termination restrictions' is used in preference to 'restrictive covenants'. Our documents on employee competition and confidentiality are organised into three areas: Employee duties and restrictions on competition: explores the obligations an employee owes their employer, especially how these bear on the degree to which an employee may compete with a present or past employer Determining whether restrictions are enforceable: addresses issues arising when interpreting restrictions, and therefore the considerations when drafting post-termination restrictions Confidentiality, duties and restrictions: enforcement: concentrates on practical measures an employer can take to enforce employee duties, for example concerning confidential information, along with the process for, and remedies available in, court proceedings A complete listing of documents within these three areas appears...

This Practice Note This Practice Note explores the restraint of trade doctrine and the circumstances in which lawful exceptions may arise within employment. It assesses when the doctrine is engaged and reviews instances of indirect limitations or covenants, together with related payments and how the courts have approached them. It also addresses when a post-termination restriction (that is, a restrictive covenant) will be lawful. Pensions Profit-share Bonus Commission Training costs Retention bonuses Garden leave Share options At common law, the core principle is that a person is entitled to pursue their trade or profession when, where and how they choose. As articulated in Nordenfelt by Lord Mac Naughton, both the public and the individual benefit from the free exercise of trade; interference with liberty in trading, and restraints of trade as such, absent further...

This Practice Note explores the notion of ‘reasonableness’ in relation to particular kinds of employment post-termination restraints (restrictive covenants), such as territorial limitations and non-compete clauses, alongside non-solicitation, non-dealing and no-poaching (no-employment) provisions. Since any post-termination restraint amounts to a restraint of trade agreed by contract, it will, even where validly incorporated into an employment contract (see Practice Note: Incorporation of post-termination restrictions), offend public policy and be unlawful unless: the party seeking to uphold the restraint can show a legitimate business interest requiring protection, and the restraint is reasonable as between the parties and accords with the public interest For wider guidance on restraint of trade in the employment sphere, see Practice Note: Restraint of trade in employment. For further guidance on legitimate business interest, see Practice Note: Legitimate business interest. Reasonable as between the parties For a restraint to be reasonable in the parties’...

An order for delivery up is a form of mandatory injunction that requires the return, within a specified timeframe, of documents or other property improperly removed from the employer. Applications for such relief may include: Delivery up under CPR 25 and section 4 of the Torts ( Interference with Goods) Act 1977, where the defendant is alleged to have wrongfully interfered with goods owned by the claimant (delivery up of goods) Delivery up of assets belonging to the defendant where there is concern they may attempt to evade enforcement of a judgment Preservation of property pursuant to CPR 25 When to apply Delivery up orders, search orders and freezing orders are generally pursued as an interim remedy, as matters for the employer are often urgent. Delay in seeking such orders can lead to the permanent loss or destruction of the items...

This Practice Note distils key rulings on the enforceability of post-termination restraints (restrictive covenants) in employment contracts, and compiles case examples practitioners may find helpful as illustrations of the courts’ approach. For a Practice Note summarising central decisions on restraint of trade provisions in corporate and commercial agreements, see Practice Note: Decisions on restrictive covenants in commercial contracts. Garden leave provisions Employers must adduce sufficient evidence when seeking to show a legitimate business objective ( ICAP v Berry). Role: CEO. ICAP v Berry [2017] EWHC 1321 ( QB). See also News Analysis: Garden leave and TUPE ( ICAP Management Services v Berry). Terms of restriction: 12-month notice period with garden leave. Validity: Valid. Notable points: Protecting confidential information held by the employee was a legitimate business aim. ...

This Practice Note considers what constitutes a repudiatory breach by an employer of an employment contract, and how such conduct affects the enforceability of any post-termination restrictions (ie restrictive covenants) in that agreement. Where the employer commits a repudiatory breach, it will ordinarily follow that express post-termination restrictions cannot be enforced by the employer. Repudiatory breach What amounts to a repudiatory breach in the employment context is addressed in Practice Note: Constructive dismissal. In short, it is a serious violation that strikes at the heart of the employment contract, or behaviour demonstrating the employer no longer means to be bound by one or more fundamental terms. When the employee treats that breach as bringing the contract to an end, the resulting termination is commonly called constructive dismissal. An employer who dismisses without the contractual notice period—ie wrongful dismissal—will also generally be taken to have...

FORTHCOMING CHANGE: On 26 November 2025, within Budget 2025, it was confirmed that from April 2029 only the first £2,000 each tax year of pension saving via a salary sacrifice arrangement will be free from National Insurance contributions ( NICs). Employee pension amounts exchanged above £2,000 annually will attract both employer and employee NICs, meaning the excess over £2,000 will, for NICs, be handled like standard employee workplace pension contributions. Employer pension funding is unchanged, and income tax relief also remains intact. Employers must report total salary foregone using current payroll systems, and HMRC has pledged to work with stakeholders. Further HMRC guidance will appear ‘before April 2029’. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will add a new subsection to section 4 of the Social Security Contributions and Benefits Act 1992, empowering ministers to make regulations so...

The aim of this Practice Note is to set out the main issues that arise for employee share schemes on a transaction to which the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246 apply. It addresses how TUPE affects these schemes in the UK. TUPE— Key Provisions TUPE 2006, SI 2006/246 applies where there is a ‘relevant transfer’. Broadly speaking, and in very broad terms, this encompasses two principal scenarios: business transfers, ie the transfer of an undertaking, business, or a part of one, situated in the UK immediately before the transfer, to another person, where an economic entity is transferred and which retains its identity a service provision change, meaning a change in service provider, ie a client outsourcing work to a contractor, bringing the work back in-house, or allocating that work to a...

The remedies available in cases involving attempts to enforce post-termination restrictions For ease, these can be split into: interim remedies available before a final trial, and remedies available after the case is finally tried Interim remedies generally take the form of injunctions and associated orders, including: Interim injunctions in employee competition claims and confidentiality claims Springboard injunctions in employee competition claims Delivery up orders in employee competition claims and confidentiality claims Search orders and imaging orders in employee competition claims and confidentiality claims Freezing orders in employee competition claims Although courts often direct an expedited trial in employee competition disputes, many claims to enforce post-termination restrictions do not proceed to a final hearing. The key confrontation usually occurs at the interim stage, where the employer seeks, and the employee opposes, injunctive relief. After that initial...

Legitimate business interests and post-termination restrictions This Practice Note identifies the principal types of legitimate business interest that can be safeguarded through an appropriately framed post-termination restriction (restrictive covenant) in employment. These include: trade secrets and/or confidential information trade connections clients/customers suppliers and other business contacts the stability of the employer’s workforce As noted elsewhere (see Practice Note: Restraint of trade in employment), any post-termination restraint will be unlawful, and thus unenforceable, unless the party seeking to rely on it can demonstrate a legitimate business interest requiring protection. An employer cannot enforce a clause whose sole aim is to stop former staff from competing with it. Deterring competition, by itself, does not amount to a legitimate interest for these purposes; competition serves the public interest and should be fostered. Equally, an employee who, owing to training provided by the employer, has...

What is a Micklefield clause? It is now typical for employee share schemes to state that, when employment ends (or when an employee gives or is given notice of termination), any outstanding share awards are forfeited and any outstanding share options lapse. It is likewise increasingly standard for these schemes (and at times employment contracts) to include provisions by which the employee agrees to waive any entitlement to compensation for the loss of those awards on termination of employment. Such provisions are commonly called Micklefield clauses, taking their name from the leading authority on their effectiveness, Micklefield v SAC Technology Limited. More and more, these clauses are also framed to seek to preclude claims an employee might otherwise pursue alleging an unlawful exercise of discretions by the company under the employee share plan, and are deliberately drafted to capture attempts to challenge the way such...

FORTHCOMING CHANGE: On 26 November 2025, within Budget 2025, it was confirmed that from April 2029 only the first £2,000 each tax year of pension saving made under a salary sacrifice arrangement will escape National Insurance contributions ( NICs). Any amount an employee sacrifices above £2,000 a year will attract both employer and employee NICs, meaning the surplus over £2,000 will, for NICs, be handled in the same manner as other employee workplace pension payments. Employer pension funding is unchanged, and income tax relief is also preserved. Employers must record and report the total value of salary given up using the existing payroll software already in use by employers for reporting purposes, and HMRC has pledged to work with stakeholders as appropriate in practice. HMRC will issue further guidance ‘before April 2029’. The National Insurance Contributions ( Employer Pensions...

FORTHCOMING CHANGE: Announced on 26 November 2025 within Budget 2025, from April 2029 only the first £2,000 a year of pension contributions made under a salary sacrifice arrangement will be exempt from National Insurance contributions ( NICs). Employee contributions through salary sacrifice above £2,000 per year will incur both employer and employee NICs, meaning any amount over £2,000 will, for NICs, be treated like other employee workplace pension contributions. Employer contributions are unaffected, and income tax relief is unchanged. Employers will be required to report the total salary given up via existing payroll software, and HMRC has committed to engage with stakeholders. HMRC will provide further guidance before April 2029. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will insert a new subsection into section 4 of the Social Security Contributions and Benefits Act 1992, enabling the government to make...

This Practice Note explores the Financial Conduct Authority ( FCA)’s expectations of culture within financial services firms, and how regulatory instruments such as the Senior Managers & Certification Regime ( SM& CR) and the Consumer Duty are used to direct FCA supervision and enforcement towards firms’ cultural frameworks. Although the FCA is the dominant conduct regulator in this space, the Prudential Regulation Authority ( PRA) also scrutinises how culture influences prudential risks, which is considered below. Key points addressed include: regulators’ position that culture is a principal driver of conduct outcomes and market integrity the expectation that culture is actively owned and overseen by firms and their senior managers the connection between culture, psychological safety and challenge, and how the SM& CR, amendments to the Conduct Rules to reflect the FCA’s expectations on...

FORTHCOMING CHANGE: On 26 November 2025, within Budget 2025, the government confirmed that from April 2029, only the first £2,000 a year of pension contributions made under a salary sacrifice arrangement will be outside the scope of National Insurance contributions ( NICs). Amounts given up through salary sacrifice above £2,000 annually will attract both employer and employee NICs, meaning any excess over £2,000 will be treated for NICs in the same way as other employee workplace pension payments. Employer contributions remain unchanged, and income tax relief is not affected. Employers must report the total salary forgone via existing payroll systems, and HMRC has pledged to liaise with stakeholders. Further guidance will be issued ‘before April 2029’. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will add a new subsection to section 4 of the Social Security...

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...