Jurisdiction(s):
United Kingdom

Key definition

Outsourcing definition

What does Outsourcing mean? Outsourcing is the engagement of a third-party supplier to perform functions or services that would otherwise be carried out in-house, with the instructing organisation (including law firms and in-house legal teams) retaining responsibility for the outcome, client care and regulatory compliance. The term is descriptive rather than a single statutory concept, although sectoral rules define it for specific purposes (for example, FCA/PRA and Central Bank of Ireland rules on material outsourcing; SRA Standards and Regulations and law society rules on supervision, confidentiality and client notification). Typical features include an outsourcing agreement or master services agreement setting service levels, governance, audit...

TUPE 2006 (Great Britain): employee share schemes—awards, PAYE/NICs tax, transfer of participation rights and 'substantial equivalence' obligations

Published by a LexisNexis Share Incentives expert

Practice notes

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 different contractor, where certain conditions are satisfied

If TUPE 2006, SI 2006/246 applies, it:

automatically moves all employees assigned to the undertaking, together with their contracts of employment, to the transferee (subject to their individual right to object and excluding certain rights in relation to occupational pension schemes)
transfers liability in respect of employees dismissed by the transferor before the transfer, if...

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Sam Whitaker

Debevoise & Plimpton LLP

Sam is an International Counsel in the London office of Debevoise & Plimpton LLP. He provides the full range of employment and benefits advice on transactions and stand-alone employment matters. He has substantial experience of advising on the employment and benefits aspects of various transactions, including UK listings, share and asset acquisitions and disposals (both UK-based and multi-jurisdictional transactions), joint ventures and other transactions. He provides the full range of stand-alone employment advice including the implementation of employment and benefit arrangements for senior executives, implementing executive severance arrangements, managing UK and international redundancy exercises and related consultation requirements, the establishment of share incentive and bonus plans, employment litigation involving restrictive covenants, unfair and wrongful dismissal and discrimination issues. He also advises on compliance with regulatory requirements on remuneration, in particular the FCA/PRA’s Remuneration Codes and, at a European level, CRDV....

Web page updated on 22/05/2026

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