Legal Practice Notes

Practice Note This Practice Note offers practical direction on how companies should execute documents after 6 April 2008 (being the date on which the pertinent provisions of the Companies Act 2006 ( CA 2006) took effect). It addresses the execution of deeds by companies, and the execution of simple contracts by and on behalf of companies. If advising on documents signed before 6 April 2008 (for instance, in a dispute), practitioners should consider the relevant provisions of the Companies Act 1985. Throughout, it is assumed the executing company is a private company subject to CA 2006 and that the document is in writing. For execution points relevant to other legal entities, see: Execution—overview. We have assembled a collection that serves as a comprehensive, interactive resource to help users identify and work through the concepts and common issues that arise when executing...

This Practice Note describes the criminal offences that are of most relevance to company directors, and: concentrates on offences an individual commits as a principal, rather than: secondary liability, eg aiding and abetting, and inchoate liability, eg acting as a conspirator is confined to the law of England and Wales The offences addressed are punishable by a fine, imprisonment, or both, as set out below. Please note that a subscription to Lexis+® UK Corporate Crime is required to view some of the Practice Notes cited. For offences committed in England and Wales before 12 March 2012, fines imposed by a magistrates' court (ie on summary conviction) were capped at £5,000, while there has never been a cap on fines in the Crown Court (ie on...

Numerous employers offer company vehicles to particular employees as part of their remuneration package, or pay a car or fuel allowance, in appropriate circumstances as necessary. For sample contract wording, see Precedent: Clauses—car or car allowance. Cars and car allowances not wages For the purposes of the Employment Rights Act 1996 ( ERA 1996), a company car does not constitute wages—a benefit in kind counts as wages only where it is vouchers, stamps, or a document that can be expressed in monetary terms and exchanged for money, goods or services. Accordingly, a company car is ordinarily excluded from the calculation of a week’s pay (see Practice Note: Calculating a week’s pay) and it is not safeguarded by the provisions relating to unlawful deductions from wages (see Practice Note: Deductions from wages). A car allowance does not amount to 'wages' for ERA 1996 where it simply and only...

Practice Note This Practice Note surveys accords between trade unions and employers or employers’ associations (ie collective agreements). It assesses their binding force between union and employer, and how they enter employment contracts. It also considers the impact of amendments to collective agreements and the enforceability of no‑strike clauses in greater detail......

Once it has been determined that a claimant is entitled to bring an unfair dismissal claim (see Practice Notes: Entitlement to claim unfair dismissal and Definition of dismissal in unfair dismissal), the onus will generally rest on the employer to demonstrate that the reason—or, if there are several, the principal reason—for the dismissal was a potentially fair one (see Practice Note: Reason for dismissal—general). If the employer satisfies the tribunal that the reason was potentially fair, the tribunal will then assess whether, considering all the circumstances, the dismissal itself was fair... Automatic unfair dismissal The Employment Rights Act 1996 ( ERA 1996) and related legislation set out specific grounds that render a dismissal automatically unfair. In such cases, it is for the employee to allege that their dismissal occurred for one of those specified reasons......

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,...

The main directors’ duties The principal duties of directors, originally shaped by case law, were codified for the first time in sections 171–177 of the Companies Act 2006 ( CA 2006). These general statutory obligations are summarised in the Practice Note: Directors’ duties—scope, nature, interpretation and application. The Chartered Governance Institute ( CGI) has likewise issued guidance on directors’ duties. See: The Chartered Governance Institute guidance on directors’ general duties......

Directors’ duties—fundamentals For the first time, the key duties of directors formulated by the courts were expressly set out in statutory form in sections 171–177 of the Companies Act 2006 ( CA 2006), thereby consolidating existing judge‑made principles. A full account of these statutory obligations—referred to as the general duties—can be found in Practice Note: Directors’ duties—fundamentals. The first four general duties are set out below: a duty to act in line with the company’s constitution and to use conferred powers solely for their proper purposes as intended by that constitution a duty to act, in good faith, in the manner the director believes is most likely to promote the company’s success for the benefit of all members collectively, while, in doing so, having regard to various factors a duty to exercise independent judgment a duty to exercise...

The Acas Code of Practice on disciplinary and grievance procedures ( Acas Code) The Acas Code of Practice on disciplinary and grievance procedures ( Acas Code) defines baseline expectations of fair conduct for handling discipline and grievances at work, and requires both staff and management to adhere to its rules and procedures. These are minimum standards of reasonable behaviour for workplace disciplinary and grievance situations, imposing duties on employees and employers to comply with the Code’s provisions. As a statutory code, it influences a broad range of employment claims; non-compliance can be considered when assessing liability and may affect the level of compensation awarded, in relevant cases. The non-statutory Acas guide on discipline and grievances at work ( Acas guide) sits alongside the Code and offers best practice guidance for managing disciplinary and grievance matters in the workplace. Where the Code’s...

This Practice Note outlines the classic fiduciary obligations owed by company directors, such as the duty to promote the company’s best interests, the twin rules against conflicts and unauthorised profits, and the equitable obligation of confidence. It also examines the remedies for contravention of those duties, and the different routes by which a director may be excused from the consequences of a breach, namely ratification, indemnity and insurance. What is a fiduciary relationship? A fiduciary duty signifies a relationship of trust, assurance or confidence between two or more persons. Although the common law imposes no inherent limit on the types of relationship that may be treated as fiduciary, certain relationships are generally fiduciary by default, eg those between trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, mortgagor and mortgagee. Other relationships will be treated as fiduciary where one...

Section 86 of the Employment Rights Act 1996 ( ERA 1996) sets a statutory minimum notice period for ending a contract of employment, except where a party is entitled to terminate summarily because of the other party’s conduct. Because this right attaches only to contracts of employment, it applies exclusively to employees (see Practice Note: Employee status) and to apprentices (see Practice Note: Apprenticeships). A contract may prescribe a longer notice period; however, if it provides for a shorter period than the statutory baseline, the contract is treated as conferring the statutory entitlement instead. Who qualifies for statutory minimum notice Qualifying service required The right to statutory minimum notice arises after one month’s continuous service, and this applies whether notice is given by the employer or by the employee......

FORTHCOMING CHANGE : On 27 October 2025, the Renters’ Rights Act 2025 obtained Royal Assent. For further guidance on the Act’s effect on residential tenancies in England, see Practice Note: Renters' Rights Act 2025—key provisions. Where an employee in England resides in premises owned by their employer to perform their job and has exclusive possession of that accommodation, they occupy either as a tenant or as a licensee under a service occupancy (also called tied accommodation). This distinction is significant because, with a service occupancy, the right to bring the arrangement to an end arises when the employment ceases, whereas a tenancy may carry security of tenure. From 1 December 2022, tenancies and licences of dwellings in Wales are regulated by the Renting Homes ( Wales) Act 2016 ( RH( W) A 2016) (subject to certain limited exceptions). The terms of both existing and new...

There are three important areas in which the basic position of an agency worker is affected by the law: the oversight and regulation of employment agencies and businesses the entitlement of temporary agency workers to equal treatment under the Agency Workers Regulations 2010 ( AWR 2010), SI 2010/93 employment protection entitlements for agency workers, stemming from their status as a worker or, in some instances, as an employee Each of these strands functions independently. In particular, rights under AWR 2010 do not hinge on whether someone is an employee at common law, nor do they alter or streamline that status; likewise, they do not modify the core conduct rules governing employment agencies and businesses. This Practice Note concentrates on the rights of agency workers conferred by AWR 2010. For a checklist of the rights that an agency worker may hold as an...

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 sets out how a respondent files an Answer to an appeal, together with the possibility of advancing a cross-appeal. It also outlines the consequences of not providing a respondent's Answer to an appeal, the time limits for lodging an Answer and/or cross-appeal, and the method for seeking extensions of those limits. It addresses the position where, at the full hearing, a respondent wishes to contend that the Notice of Appeal raises a point of law not pursued in the employment tribunal, and it explains the process by which an appellant may serve a Reply to a cross-appeal... The EAT will send to all parties who are respondents to the appeal: the Notice of Appeal, with any amendments which have been permitted any submissions or skeleton argument lodged by the appellant Within 28 days of the seal date of the order, unless another period is...

This Practice Note explains the requirements for responding to an employment tribunal claim (ie defending a claim). If the claim, or any part of it, is accepted (see Practice Note: Submission of a claim to the employment tribunal), the tribunal must provide each respondent with: a copy of the claim form; and a notice setting out: whether any part of the claim has been rejected; and how to submit a response to the claim, the deadline by which the tribunal must receive it, and the consequences if the tribunal does not receive a response within that period. A tribunal may send a copy of the claim form to a respondent at an address different from the one stated on the claim form itself....

This Practice Note outlines the legal principles governing statements made by parties during recruitment or whilst negotiating an employment contract, executive service agreement or other contractual arrangement, such as claims about qualifications on a curriculum vitae ( CV). It explains the nature and legal effect of a representation, distinguishing fraudulent, negligent and innocent misrepresentation. It also addresses warranties, conditions, and innominate or intermediate terms. The Note differentiates representations from contractual terms, particularly in relation to available remedies, including damages and rescission, and also covers negligent misstatement. Representations Before an employment relationship is formed, parties typically discuss the role, the employer’s business, and the candidate’s skills and experience. Where, in the course of those discussions, one party makes a factual assertion on which the other relies when deciding to enter the contract, that statement is a...

An individual looking to enforce an unpaid tribunal award, or a sum owed under an Acas-conciliated ( COT3) agreement, can take several approaches: increase pressure on the employer by registering the outstanding sum with the government penalty scheme file the judgment in the County Court and use that court’s standard enforcement methods use the Acas and employment tribunal fast-track enforcement route If an employer fails to pay an employment tribunal award that has been registered with the government penalty scheme, they can also be ‘named and shamed’, with the worker’s consent. The naming scheme does not currently cover COT3 settlements. These, and other possibilities, are outlined in the table below and explored in more depth in the remainder of this Practice Note. Process Who can use it ET or EAT award (including costs award) COT3...

Dissolution A limited partnership established under the Limited Partnerships Act 1907 ( LPA 1907) may come to an end by its: dissolution, or insolvency Much of the legal framework applicable to general partnerships under the Partnership Act 1890 ( PA 1890), alongside relevant case law, also extends to limited partnerships and is drawn upon throughout this note. This Practice Note outlines what ‘dissolution’ entails for a limited partnership. With effect from 6 April 2017, the LPA 1907 was amended by the Legislative Reform ( Private Fund Limited Partnerships) Order 2017, SI 2017/514 ( LRO). HM Treasury first released a draft of the LRO in January 2017, accompanied by an explanatory document. The LRO followed a government consultation that opened in July 2015 and closed in October 2015, proposing updates to UK limited partnership legislation to make these structures more effective vehicles for private equity and...

When staff move with the undertaking in which they work under the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE), SI 2006/246, there are numerous employment tax implications to be assessed and considered, including: PAYE obligations National Insurance contribution ( NICs) liabilities The tax treatment of payments made to employees on the transfer Where transferring staff hold share incentives, those arrangements require particular care and scrutiny. For further detail and guidance, see Practice Note: Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE) and share incentives. This Practice Note does not address the non-tax aspects of a TUPE transfer, as these matters are also comprehensively covered within the TUPE subtopic; see: TUPE and asset purchases—overview. PAYE obligations Under the PAYE regime, employers must deduct tax from relevant payments to employees. On a TUPE transfer, because two separate entities will occupy the employer role (albeit at...