Open Navigation

Due Diligence

Due Diligence is an essential feature of most corporate transactions. It can be of crucial importance when employees transfer to a business.

Under the Transfer of Undertakings (Protection of Employment) Regulations (“TUPE”) an incoming employer will acquire almost all of the liabilities of an outgoing employer, at least insofar as transferring employees are concerned.

Immigration Advice based upon the MAC Report

Where employees transfer to a business under TUPE the new employer will rarely have had any opportunity to vet incoming employees. Whilst certain Employee Liability Information (“ELI”) must be given to the new employer this may not show the whole picture. For example, it is entirely possible that, between the date on which ELI is given and the date of the transfer a situation may have arisen resulting in potentially expensive claims for an incoming employer which were not factored in to any purchase price. Added difficulties may also arise if personnel key to any defence have not transferred and remain employees of the outgoing employer.

Careful due diligence can be integral to the success of any acquisition and it is important to be able to identify and asses any potential “red flags” at an early stage with a view to understanding whether any costly claims may be in the offing. This could include issues which the outgoing employer may not be aware of, for example where liability for historic payments arises from a change in law. In most cases, appropriate warranties and indemnities should be agreed allowing both incoming and outgoing employers to plan appropriately. These must be carefully drafted and negotiated to ensure all potential and relevant issues are covered to the extent that this is commercially practical.

We can help you through the due diligence process, advising on what questions to ask and what responses to be on alert for. We are experienced in negotiating favourable warranties and indemnities to protect your business in the event of unexpected claims.

 

News

The Immigration, Nationality and Asylum (EU Exit) Regulations 2019

The Government has introduced before Parliament a Statutory Instrument (“SI”) with the aim of amending primary and secondary legislation to take into account the UK’s departure from the European Union whilst ensuring that immigration, nationality and asylum laws will continue to operate effectively until new legislation is approved by Parliament in due course. The Government…

Read More
Brexit Immigration Advice

British Citizens in Europe

British Citizens and EU Member State Immigration Policy  Preparing for a “no-deal” Brexit Members of Parliament (MPs) have now rejected the Withdrawal Agreement negotiated between the British Government and the European Union three times. The Prime Minister has entered into cross-party negotiations with the Labour opposition with a view to reaching a parliamentary consensus on a way…

Read More
Zero Hour Contracts

New Innovator and Start-Up Schemes

At the end of March 2019, the Government presented a Statement of Changes to the Immigration Rules (House of Commons paper 1919) which, inter alia, introduced two new routes of entry to the UK for foreign nationals wishing to establish new businesses in the UK: Start-Up and Innovator. Introduced under a new Appendix W to…

Read More