Mergers and Acquisitions
Your trusted Mergers and Acquisitions partner.
Navigating Mergers, Acquisitions & Sales with Ease
Are you in the process of planning a merger, acquisition or selling a business? If so you will need to undertake robust HR due diligence and understand the Transfer of Undertakings (Protection of Employment) Regulations, commonly known as TUPE.
HR due diligence ensures you have all the information to make a robust commercial decision. TUPE governs how employees transfer from one organisation to another.
Having a structured and well-planned approach to employee communication and engagement will also have a key influence on success.
Find Out More?
What Makes Us Different
Our expertise ensures a seamless transition for your employees, whether it’s a public-to-private transfer, a private-to-public transfer, or any combination thereof. We support your strategy, plan meticulously, and implement effectively to ensure compliance and smooth operations.
Our Experience Includes:
TUPE transfers involving 1 to 1,000 people at any time.
Managing single or multiple transfer dates.
Facilitating transfers into Joint Ventures and Special Purpose Vehicles (SPVs).
Understanding TUPE
For TUPE to apply, there must be a relevant transfer, which can be complex but generally falls into two broad categories:
Business Transfer
TUPE applies if there is a transfer of an ‘economic entity that retains its identity’. This can be determined by understanding:
- Whether the type of business conducted by the transferee (the new owner/employer) is the same as the transferor (the old owner/employer).
- Whether tangible assets such as buildings and movable property are transferred (though this is not essential).
- Whether intangible assets like patents, trademarks, copyright, goodwill, or brand recognition are transferred.
- Whether the majority of employees have been transferred.
- Whether customers have been transferred.
- Whether there is a high degree of similarity between pre- and post-transfer activities.
Service Provision Change
A ‘service provision change’ occurs when a client who engages a contractor to do work on its behalf:
- Reassigns such a contract (whether by contracting out, outsourcing, or re-tendering and in some cases subcontracting).
- Brings the work ‘in-house’ (where a contract ends with the service being performed in-house by the client).
The activities undertaken must be essentially the same after the transfer as they were before. TUPE won’t apply if:
- The contract is wholly or mainly for the supply of goods for the client’s use.
- The activities are carried out in connection with a single specific event or a task of short-term duration.
When Does TUPE Apply?
- Mergers
- Sales of businesses by sale of assets
- Change of licensee or franchisee
- Gift of a business through the execution of a will
- Transfers out of companies in administration
- Contracting out of services
- Changing contractors
- Situations where all or part of a sole trader’s business or partnership is sold or otherwise transferred
When Does TUPE Not Apply?
- Transfers by share take-over
- Transfers of assets only (e.g., the sale of equipment alone)
- Buying in services from a contractor on a one-off basis
- Situations where there is a change of business identity
- The supply of goods for the client’s use
- Transfers of undertakings situated outside the UK
Frequently Asked Questions
What is TUPE?
TUPE stands for the Transfer of Undertakings (Protection of Employment) Regulations and safeguards employees’ rights when there is a transfer of a business or service from one organisation to another.
When does TUPE apply?
TUPE applies to mergers, sales of businesses by sale of assets, change of licensee or franchisee, transfers out of companies in administration, contracting out of services, and changing contractors.
Do I need to consult on TUPE?
The transferor must conduct a full and meaningful consultation at the earliest possible time. If there are no trade union or employee representatives, representatives must be elected. Micro businesses (under 10 employees) can consult with employees directly if there is no trade union.
Is there a risk with TUPE?
Employers who fail to consult properly can be required to pay staff up to 13 weeks’ pay in compensation. The transferor and transferee are both liable to pay this compensation.
Contact Us
Contact us today to learn how our Contract Wins (TUPE) services can benefit your business. Our team at Petaurum HR is here to support you every step of the way.
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