Legal Practice Notes

This Practice Note This Practice Note examines the three‑way relationship linking an agency worker, the supplying agency with whom the worker has a contract, and the hirer or end user (often referred to as the principal), and, specifically, whether the agency worker might be treated as a worker or as an employee of either the agency or the end user in law. The law impacts agency workers in four key respects, namely: the regulatory framework governing employment agencies and employment businesses parity of treatment for agency workers under the Agency Workers Regulations 2010 ( AWR 2010), SI 2010/93 employment protection entitlements arising from their position as agency workers employment protection entitlements arising from their status as workers or, in certain instances, employees These strands function separately and do not overlap. In particular, entitlements under AWR 2010, SI 2010/93 do not hinge on...

Practice Note This Practice Note introduces employment lawyers to the due diligence exercise in which they act as advisers to a seller or a buyer before a share acquisition in a private limited company, or the purchase of a business and its assets (the target). It explains the aims of due diligence and how a typical review is run, covering auction sales and exceptions-only or high-level diligence, the interplay with disclosure, further aspects of auction processes, use of data rooms, timetables, and reporting. It also outlines the employment adviser’s responsibilities within the workflow, the categories of information commonly requested, and distils the key issues that a buyer’s or seller’s employment lawyer should assess carefully at the outset......

The framework for execution of documents under Scots law is set out in the Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) and the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule: contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) the creation, transfer, variation or termination of a real right in land an agreement between...

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...

Electronic signatures This Practice Note sets out the legal position on electronic signatures—also called digital signatures, e‑signatures, E‑ Signatures, e Signatures, paperless signing or electronic document signing. It explains the categories of electronic signature and the technology used to generate digital signatures, including public key infrastructure ( PKI). It reviews key UK legislation such as the Electronic Communications Act 2000 ( ECA 2000) and the UK e IDAS Regulation, and outlines best practice for executing documents by electronic means. An electronic signature functions as the digital counterpart to a handwritten signature, connecting an individual with the contents of an electronic document. The Note focuses on the general law in England and Wales for commercial contracts in a business‑to‑business context. Readers should be aware that particular transactions may present distinct issues, for example due to laws applicable to consumers. For practical guidance on signing when one or more...

The PRA’s Fundamental Rules These high-level provisions sit within the PRA Rulebook and, taken together, set out the Prudential Regulation Authority ( PRA)’s expectations of firms. They also articulate the PRA’s general objective of advancing the safety and soundness of firms, and the insurance objective of securing an appropriate degree of protection for those who are, or may become, policy holders. The Fundamental Rules comprise: Fundamental Rule 1 — a firm must run its business with integrity. Fundamental Rule 2 — a firm must carry on its business with due skill, care and diligence. Fundamental Rule 3 — a firm must conduct itself in a prudent manner. Fundamental Rule 4 — a firm must at all times maintain adequate financial resources. Fundamental Rule 5 — a firm must maintain effective risk strategies and risk management systems. ...

Place of work and mobility clauses This Practice Note examines place of work and mobility clauses. Specifically, it looks at what a written statement of particulars of employment must say about workplace location, how mobility clauses operate in employment contracts and the circumstances in which they will be upheld, whether a mobility provision will be read into a contract where no express term exists, and the effect of a mobility clause in a redundancy context. The written statement of particulars of employment provided to a worker to meet section 1 of the Employment Rights Act 1996 ( ERA 1996), which typically forms part of an employment contract, must set out the worker’s place of work or, if the worker is required or allowed to work in different locations, an indication of that, together with the employer’s address as required under section 1......

Employees’ responsibilities do not need to be spelt out in their employment contracts. A contract need only set out the job title or a short outline of the work expected. Few contracts extend beyond this statutory baseline, since employers typically seek room to vary the tasks they can ask staff to undertake. Duties are frequently tied to job titles, for instance: ‘you will carry out the functions of a contracts manager’. At times, contracts try to broaden the remit, stating that the employee will perform their duties plus any other tasks, consistent with the position, that may reasonably be required. Job descriptions Many larger employers issue a document setting out in detail the work they expect from an employee. Unless the contract expressly incorporates it, such a job description is unlikely to have contractual effect. Consequently, an employee cannot allege breach of contract either because they are not...

UK GDPR regime This material focuses on the UK GDPR framework, with legislative references pointing to Assimilated Regulation ( EU) 2016/679, the UK General Data Protection Regulation ( UK GDPR) and the Data Protection Act 2018 ( DPA 2018), unless expressly indicated otherwise. It also takes into account the Data ( Use and Access) Act 2025 ( DUAA 2025). Note that pages within the Information Commissioner’s Office ( ICO) UK GDPR guidance and resources are being revised to reflect DUAA 2025. When preparing for and managing employment tribunal proceedings, employers will need to process—ie gather, organise, use and disclose—information about claimants (whether prospective, current or former employees or workers) and other individuals, which will amount to personal data. The employer may additionally wish to process: special category data (previously known as sensitive personal data); and personal data regarding criminal...

Zero hours contracts This Practice Note explores the characteristics of zero hours contracts, including: absence of mutuality of obligation casual workers as required or as needed employment contract without obligation piece work on-call arrangements flexibility over-arching or umbrella contracts assignments employee or worker status continuity of employment national minimum wage ( NMW) statutory sick pay ( SSP) working time and holiday entitlement and accrual discrimination protection part-time workers pension auto-enrolment TUPE 2006 the pros and cons of zero hours contracts It does not address the statutory protections available to workers and employees on zero hours contracts and on lower incomes, relating to unenforceable exclusivity clauses and protection from detriment and unfair dismissal. These are considered separately in Practice Note: Exclusivity...

Duty to mitigate loss after wrongful dismissal This Practice Note sets out a claimant’s obligation to reduce their loss by taking sensible measures to secure fresh employment after being wrongfully dismissed. It explains the practical operation of this duty in the context of wrongful dismissal claims. It highlights when this duty lapses. It addresses: the reach of the duty to mitigate when the duty will not apply the effect of an offer to reinstate the claimant to their former role the outcomes of a failure to mitigate the burden of proof in such matters A wrongfully dismissed employee must take reasonable steps to mitigate their loss, usually by making genuine efforts to obtain another job. Where they do find alternative work, they must give credit to the former employer for salary and benefits earned in that role. Reasonable costs incurred while...

This Practice Note This Practice Note outlines three circumstances in which an individual worker may bring a claim for breach of their working time entitlements under the Working Time Regulations 1998 ( WTR), SI 1998/1833, and describes the remedies a tribunal may award where a breach has occurred, where the worker has suffered a detriment in relation to those rights, or where the worker has been dismissed in connection with those rights. It also sets out the factors a tribunal will take into account when deciding whether to make a declaration or to award compensation in these situations (including, where appropriate, for personal injury and/or injury to feelings). It confirms that accrued claims for breaches of WTR rights can be brought by the personal representatives of a deceased worker. There are three situations in which workers may bring an individual claim for breach of their...

This Practice Note covers matters relating to the following: gathering witness evidence before the final hearing and preparing witness statements securing the attendance of witnesses at the tribunal the use of expert witnesses the legal status of a witness’s testimony (judicial proceedings immunity) For details of what happens at a tribunal hearing in relation to: the procedural aspects of calling witnesses, and the use of witness statements refer instead to Practice Note: Conduct of employment tribunal hearings—general: Procedure regarding witnesses and witness statements. For information on data protection issues in the context of employment tribunal proceedings, see Practice Note: Employment tribunal proceedings—data protection issues. Witness orders The employment tribunal has authority to require any person in Great Britain to attend any hearing at the tribunal to give evidence, produce documents, or provide information. Such directions are commonly called ‘witness orders’. As this power...

This Practice Note is about the tax treatment of limited partnerships In general, the fiscal treatment of limited partnerships broadly mirrors that of general partnerships (see Practice Note: Taxation of general partnerships). A limited partnership is transparent for tax purposes; it is not a taxable person in its own capacity. Rather, the partners are charged to tax on their respective shares of the firm’s profits and gains, and can obtain relief for corresponding shares of its losses, whether or not those profits and gains are actually distributed to them. That said, there are specific tax rules that apply to limited partners (and at times to partners in a general partnership who conduct themselves as if they were limited partners), and these are considered in this Practice Note. Note also that the rules concerning the utilisation of losses by a limited partner are set out in...

Tax treatment of general partnerships This Practice Note outlines how general partnerships are treated for tax. A partnership of this kind is not chargeable to tax in its own right. Instead, the partners are taxed on their respective portions of the partnership’s profits and gains and may claim relief for their share of any losses, whether or not profits and gains are actually distributed to the partners. Consequently, a general partnership is often described as transparent for tax purposes, or simply ‘tax transparent’. In summary, taxing a general partnership involves three steps as follows: calculating the partnership’s taxable profits allocating to each partner their share of that taxable profit according to the partnership’s profit-sharing arrangements assessing each partner’s share of the partnership’s profits to corporation tax or income tax For this Practice Note, and in tax legislation generally, a partner means an equity...

A director of a company limited by shares faces a broad spectrum of possible liabilities arising from actions or failures to act undertaken in the course of the company’s business, in the ordinary running of the company. One method of shielding a director from such exposure is for the company to buy a directors’ and officers’ insurance policy ( D& O policy). This is an arrangement of cover. Companies Act provisions The Companies Act 2006 ( CA 2006) generally forbids relieving or indemnifying directors for liabilities as a general rule. Nevertheless, statutory carve-outs permit protection where directors are covered through: the company’s purchase and upkeep of insurance for its directors against liabilities the grant by the company of qualifying indemnities to its directors for specified liabilities These mechanisms are set out in statute. Before 2005, companies were not allowed to obtain insurance or give...

This Practice Note considers when lending to employees or directors, and employee share schemes, might fall within the UK consumer credit regime, and the ramifications for a firm where its arrangements are not excluded... Regulated activities–general The Consumer Credit Act 1974 ( CCA 1974), the Financial Services and Markets Act 2000 ( FSMA 2000) and the Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001, SI 2001/544 ( RAO) should be taken into account by firms that provide loans to their directors or employees. This is because, in particular circumstances described in more detail below, a firm may be undertaking a ‘regulated activity’ as defined in RAO, SI 2001/544. Entering into a regulated credit agreement as lender Credit broking Debt adjusting Debt counselling Debt collecting Debt administration Providing credit information services Providing credit...

This Practice Note considers the legal and practical aspects of setting up, managing and terminating a secondment, and identifies key issues to be dealt with when it comes to drafting or reviewing a secondment agreement. An employee is usually placed on secondment when they are temporarily directed to work for: another division or unit within their employer’s organisation a different company within the same corporate group a client or customer of their employer Accordingly, a secondment can involve up to three parties: the individual on secondment, referred to in this Practice Note as ‘the employee’ or ‘the secondee’ the secondee’s current employer, described as ‘the employer’ or ‘the original employer’ the entity receiving the secondee, known as ‘the host’ For an internal secondment, where there is no outside host, the parties are simply the secondee and the employer. A single...

Employment Tribunal Procedure Rules 2024 ( ET Rules 2024), SI 2024/1155, Rule 22 Under Rule 22 of the Employment Tribunal Procedure Rules 2024 ( ET Rules 2024), SI 2024/1155, the tribunal has a process for situations where a respondent either opts not to oppose a claim brought against it, or does not file a response that is valid under the rules. In these circumstances: the tribunal must consider whether judgment can be entered on the claim immediately, without the need to hold a contested hearing the respondent will, as of right, forfeit the ability to take a full part in the remainder of the proceedings This mechanism can equally be invoked where a claimant fails to provide a timely reply to a respondent employer’s contractual counterclaim (see Practice Note: Employer’s contract claim (counterclaim) in the employment tribunal)......

This Practice Note outlines the practical steps an employer should take when an employee resigns and there is suspicion of prospective competitive activity. It covers the initial response, strategies where the resignation breaches contract, exit interviews, and considerations around suspending the employee. Garden leave is addressed, as are dismissal and constructive dismissal. Finally, it looks at enforcing post-termination restrictions. Initial response It is entirely possible that the first clue of potential competitive behaviour arises when the employee tenders their resignation. The employer’s reaction is crucial, so managers most likely to receive notice should be trained on the appropriate way to respond. In many situations, a sufficient reply is for the manager to accept any resignation letter, confirm they will liaise with HR, and explain that the employee will be invited to a later meeting to discuss the necessary details and the...