Legal Practice Notes

This Practice Note This Practice Note sets out a checklist of employment due diligence matters that commonly emerge for a buyer when acquiring the entire issued share capital of a company (a share purchase). It spans data protection, confidentiality, worker and employee status, pay and employee benefits, right to work, absence, post-termination covenants, disputes, grievances and claims, trade union issues, and any historic TUPE transfers or redundancies. In a share purchase, the buyer assumes ownership of the company that operates the business (the target), thereby taking on all of its assets, duties and liabilities, whether or not the buyer knew of them—see: General issues (share purchase)—overview. The basic rule for any buyer in a share deal is caveat emptor (let the buyer beware). The seller is not obliged to reveal defects in, or liabilities of, the target, so the buyer must carry out its own...

This Practice Note This Practice Note considers the key points to address when acting for an executive director (who will also be an employee) entering a service agreement and/or assessing a draft service agreement. It: is not intended for use when advising a non-executive director does not cover the particular issues arising where the company is regulated by the Financial Conduct Authority ( FCA) or the Prudential Regulation Authority ( PRA) For an example service agreement, see Precedents: Executive service agreement or Executive service agreement (short form). The service agreement will, in almost all cases, have been produced by the employer and, accordingly, the wording will favour the employer. Where the draft reflects the employer’s standard terms for directors at an equivalent level, the employer is unlikely to accept material alterations, save to capture the specific package settled with the director. The extent to which the...

The gender pay gap reporting obligations are set out in the following pieces of legislation: Equality Act 2010 ( Gender Pay Gap Information) Regulations 2017 ( Private Sector Regulations), SI 2017/172, which apply to the private and voluntary sector and to public sector employers not covered by the public sector regulations Equality Act 2010 ( Specific Duties and Public Authorities) Regulations 2017 ( Public Sector Regulations), SI 2017/353, which apply to most public sector employers This Practice Note offers a summary of the essential points employers should know about both sets of regulations (together called in this Practice Note the Regulations) and considers their provisions in greater detail. The main emphasis is on how the gender pay gap reporting duties operate for private and voluntary sector employers, while also outlining the distinctions that apply to gender pay gap reporting by public...

This Practice Note focuses on the key points for public authorities to consider when complying with a freedom of information request. Under the Freedom of Information Act 2000 ( FIA 2000), a public authority is required to answer any valid request for information made by any individual, wherever in the world they are, as required by the Act. On receiving a valid request, the authority must confirm or deny in writing whether it holds the specified information and, if it does, provide it to the applicant, unless an exemption applies. When a request is received, an authority should: log the date on which the request was received assess whether the request satisfies validity requirements ascertain if information matching the stated description is held estimate the likely cost of compliance decide whether charging a fee is...

This Practice Note examines the aims of conduct management in the workplace, together with codes of conduct and disciplinary procedures. It also looks at investigating a problem and deciding whether to start a disciplinary process, the likely causes of misconduct, and practical approaches to dealing with misconduct. All employers strive to get the most from their employees. Guiding and monitoring workplace behaviour is a vital part of that. When standards slip, employers need to manage conduct so staff are given a genuine opportunity to improve. Where improvement falls short, employers must know how to act fairly, which may, where appropriate, extend to dismissal. The aims of conduct management The principal purpose of conduct management is to ensure employees act reasonably within the workplace. It sets clear expectations so individuals have the chance to improve before further steps are considered......

This Practice Note sets out the steps an employer should take to handle a fair dismissal for conduct and to minimise the likelihood of an unfair dismissal finding. Employees who have the requisite service and otherwise satisfy the qualifying criteria benefit from statutory protection from unfair dismissal (see Practice Notes: Entitlement to claim unfair dismissal and Qualifying period for unfair dismissal). To avoid a conclusion of unfair dismissal, employers must have a fair reason to dismiss. Conduct is one of the potentially fair reasons for dismissal (see Practice Note: Reason for dismissal—general— Potentially fair reasons). Nonetheless, to dismiss fairly for conduct, a fair process must also be followed which—save for cases of gross misconduct where dismissal is warranted—gives employees a reasonable chance to improve. In the end, it must be demonstrated that dismissal is a proportionate and fair sanction. Further guidance on...

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...

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...

ARCHIVED: This Practice Note has been archived and is not maintained Employment Tribunals ( Constitution and Rules of Procedure) Regulations 2013 SI 2013/1237 — Schedule 3: The Employment Tribunals ( Equal Value) Rules of Procedure 1 Application of Schedule 3 This Schedule applies to cases that include an equal value claim and, for such proceedings, alters the rules set out in Schedule 1. The definitions in rule 1 of Schedule 1 also apply here. Additionally, for this Schedule— “comparator” means a person of the opposite sex to the claimant, in relation to whom the claimant asserts that his or her work is of equal value; “equal value claim” refers to a claim alleging breach of a sex equality clause or rule under the Equality Act, in relation to work within section 65(1)(c) of that Act; “the facts relating to the question” bears the meaning given in rule...

STOP PRESS The Data ( Use and Access) Act 2025 ( Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 bring into effect the outstanding provisions of the Data ( Use and Access) Act 2025 ( DUAA 2025). Measures concerning subject access requests, legitimate interests, purpose limitation, automated decision-making, international transfers and enforcement take effect on 5 February 2026, with provisions on penalty notices and complaints commencing on 19 June 2026. For further details, consult Practice Note: Data ( Use and Access) Act 2025—employment implications. This Practice Note will be revised shortly to reflect these changes. The selection process starts with shortlisting or screening applications to decide which candidates should proceed to the next phase of recruitment, typically interviews. Up to that point, recruitment focuses on attracting applications from the widest possible pool. During shortlisting, less suitable candidates are filtered by...

This Practice Note outlines the criteria an employer may apply when deciding how to engage an individual. It examines the main categories of employment status—employee, worker, and the self-employed or independent contractor—and also addresses employee shareholders, casual staff and those on zero hours arrangements, agency workers, apprentices, interns and volunteers. Employers should identify at the outset which status is intended—employee, worker or self-employed—as each attracts distinct rights and protections. Further, particular considerations arise where the engagement is casual or ‘zero hours’, or involves agency workers, apprentices, interns or volunteers. Employment status also determines how the individual is treated for tax purposes (see Practice Note: Employment status—why it matters). Errors can result in employment tribunal proceedings and exposure to tax liabilities. Ultimately, regardless of the label used, courts and tribunals will prioritise the true substance of the working relationship over the wording of any...

Specific measures usually operate to secure a basic level of pension protection for employees whose roles are compulsorily transferred from central government to private sector contractors due to the outsourcing of services. These safeguards are commonly known as ‘ Fair Deal’. Fair Deal protection—background history Fair Deal guidance first appeared in Annex A of the HM Treasury Guidance ‘ Staff Transfers From Central Government: A Fair Deal for Staff Pensions’, issued in June 1999, and was directed solely at central government departments and agencies. This initial guidance (referred to as ‘old Fair Deal’ in this Practice Note) developed over time as follows: In January 2000, old Fair Deal was annexed to, and cited in, the Cabinet Office Statement of Practice ‘ Staff Transfers in the Public Sector’ ( COSOP), which was later revised in November 2007 and December 2013. This annexing was...

Putting a carefully designed and accessible health and safety framework in place helps an organisation oversee these matters effectively and efficiently. An organisation should therefore: set out its core principles and aims for protecting the health and safety of its key stakeholders, ie what it intends to achieve (see subtopic: Health and safety policy) identify key members of staff and obtain their input carry out a risk assessment (see Practice Note: How to conduct a health and safety risk assessment) develop an action plan explaining what the organisation needs and why implement the plan, and review the plan This Practice Note explains how to design, implement and review a plan to manage health and safety, and control related risks in an office-based workplace. Other...

This Practice Note sets out: why companies adopt employee ownership models the principal types of share ownership models, and issues to weigh when implementing a share scheme For a more detailed analysis of why companies use share schemes, see Practice Note: Why do companies use share schemes? Why do companies have employee ownership? Employee ownership usually arises in the following situations: business succession or ownership succession — private owners, such as an entrepreneur or a family business, choose to sell all, or more often, part of their shareholdings to their workforce insolvency or closure threat — employee buyouts can be an effective route to recovery for businesses that might otherwise fail independence — companies may determine that a significant, even majority, employee stakeholding will signal and help protect the company’s independence privatisation — the privatisation of various companies has occasionally created opportunities for employee buyouts, and owner vision and...

This Practice Note This Practice Note addresses the overarching duty of fairness when dismissal arises by reason of redundancy, concentrating on the essential stages of a fair process in a collective redundancy context. It sets out the triggers for collective consultation and outlines the collective redundancy pathway, covering warning and consultation, the details to be supplied to employee representatives about the rationale for the proposed redundancy, exploring ways to avert dismissals, defining the selection pool, establishing objective selection criteria and implementing them consistently, reviewing and consulting on suitable alternative employment, and handling an appeal where required effectively......

This Practice Note This Practice Note explores how an employer should handle an employee they suspect of malingering. In this context, a ‘malingerer’ is an employee who is absent while claiming illness or injury as the reason, yet the employer: does not accept the employee’s stated explanation for being off work later discovers the individual was not actually ill or injured but, for example, was on holiday, and/or does not regard the reported condition as sufficiently serious to justify staying away from work The absence in question may cover whole weeks (such as taking sick leave to go on holiday) or comprise a pattern of short-term absences, often single days......

The Employment Tribunal Rules of Procedure 2024 ( ET Rules 2024), SI 2024/1155, place every hearing into one of two categories: preliminary or final. The issues each category may encompass differ, and so do the ET Rules that regulate their conduct. For details on preliminary hearings, see Practice Note: Preliminary hearings in the employment tribunal. This Practice Note focuses on the procedure for a final employment tribunal hearing. For guidance on preparing for an employment tribunal final hearing, see Practice Note: Preparation for employment tribunal final hearing. Final hearing defined A final hearing is the occasion on which the tribunal decides the claim, or any aspects still outstanding after: the initial consideration (under ET Rules 2024, SI 2024/1155, Rule 27—see Practice Note: Initial consideration by employment tribunal of claim, response and reply), or any preliminary hearing (under ET Rules 2024, SI...

Practice Note This Practice Note sets out when the employment tribunal panel, or any of its individual members, should step aside, explains the concept of bias, and describes how improper conduct and procedural mishaps can jeopardise the overall fairness of the proceedings. On occasion, one or more parties may become dissatisfied with the tribunal hearing the matter, or uncomfortable or concerned with a specific member of that tribunal. Illustrations include a member being related to, or on friendly terms with, a party or with a witness, or circumstances in which it is known that a tribunal member holds a substantial shareholding in the respondent company, so that it appears inappropriate for that individual to adjudicate upon the case. Displeasure with a tribunal may equally arise from the manner in which a party perceives the case is being managed throughout, from start to finish. That party may...

STOP PRESS: Abolition of non-dom regime and remittance basis of taxation from 2025–26 : Finance Act 2025 abolished the remittance basis of taxation and replaced it with a residence-based regime from 6 April 2025 The reforms bring in a new Foreign Income and Gains ( FIG) regime and revise the rules governing overseas workday relief. For further detail on these measures, refer to Practice Note: The abolition of the remittance basis of taxation from 2025–26. The foreign service exemption is, in essence, an income tax relief for termination payments where both of the following are met: the employee performed all or part of their employment overseas (described in the legislation as ‘foreign service’), and the employee is not UK resident in the tax year in which their employment ends This second condition applies to terminations taking place on or after 6 April 2018. Before that date, the...

This Practice Note Authored by Anne Redston, Barrister. It reflects her personal opinion; she is not authorised to speak for the Tribunals Service or the judiciary. It sets out how to assess whether an individual is employed or self-employed, considering: National Insurance contributions ( NICs) deeming provisions The parties’ contractual relationship HMRC status determinations and avenues for challenge HMRC’s Check Employment Status for Tax ( CEST) tool Read alongside Practice Note: Employment status tests—from a tax and NICs perspective. The reasons status matters are outlined in Practice Note: Employment status—why it matters. Note that this and other employment status Practice Notes summarise the law and do not address every scenario. HMRC may apply a different approach to workers in the entertainment sector—film, theatre, TV and radio, and musicians—which is outside the scope of this Note. Further changes are expected as the...