Restructures, Re-organisations, Acquisitions and Sales

“Clients praise the firm for offering advice that is appropriate and business-culture-sensitive.”

Chambers UK 2022

The team provides support to businesses undertaking restructures and re-organisations. We are most effective when instructed early on in the process to provide advice on the presentation of proposals and processes to implement the required changes, identifying from the outset possible pitfalls and diversions that might arise. We can assist with the required planning and timetabling of the process and provide template letters.

We also support businesses being acquired or purchasing another business either through a share sale/purchase or business/division transfer under the Transfer of Undertakings (Protection of Employment) Regulations (TUPE). This includes advice on the due diligence process, including the structure and population of the data room or interrogation of the same, responding to seller/purchaser enquiries and warranties and indemnities in the relevant sale/transfer agreement.

The team also helps businesses navigate the TUPE information and consultation process, advising on when it arises (including on a service provision change when outsourcing or ‘insourcing’), how and when to elect representatives and TUPE indemnities in the sale/transfer agreement to best protect our client’s position.

In addition to TUPE, we also provide advice on any requirement for collective consultation under the Trade Union Labour Relations (Consolidation) Act (TULRCA) where changes are being made to terms and conditions which may result in dismissals with offers to re-engage 20 or more staff at one establishment or on a re-organisation or restructure. Again, advice includes assistance with the planning stage, draft template letters and meeting scripts.

Examples of our work:

Advising a car manufacturer in respect of complicated TUPE issues arising after the successful bid for the design and build of electrical car batteries, to include an analysis of the relevant ‘economic entity’ transferring, quantification of possible claims arising and advising in respect of the management of the transfer.
Advising a business in the food and drink industry in relation to all of the employment aspects (including TUPE) of the acquisition of part of a business and assets, having regard to the fact that there was a recognised trade union. Thereafter successfully dealing with claims from the union of alleged breach of the TUPE
Advising online retailer on numerous acquisitions over 2 years to include due diligence advisory work, TUPE issues arising and warranties and indemnity in purchase agreements. To include advice on post purchase harmonisation of terms.
Advising pharmaceutical laboratory on restructure of senior management level to include assistance in pooling of staff, setting and scoring objective selection criteria and consultation process.
Advising global security company on complete restructure to include the provision of template documentation on collective consultation process including the election of employee representatives and consultation process.
Advising pharmaceutical testing laboratory on the implementation of changes to terms and conditions including the collective consultation process where a failure to reach agreement would result in dismissal with offers to re-employ on revised terms.