Business Transfer & Workforce Protection (TUPE)
A Practical Guide to TUPE
When you buy or sell a business, TUPE can have a significant impact on your transaction. If the Transfer of Undertakings (Protection of Employment) Regulations (TUPE) apply, employees may transfer automatically with the business, together with their existing employment rights and certain employment liabilities.
Whether you are buying a business, selling a business, restructuring or transferring services, understanding your TUPE obligations early can help you identify potential employment risks, manage employee consultation requirements and negotiate appropriate warranties and indemnities before the transaction completes.
Our Business Transfer & Workforce Protection service gives you practical, strategic TUPE advice throughout the transaction. We establish whether TUPE applies, which employees may transfer, what liabilities and obligations you need to consider, and what steps you should take to protect your position.
You can start with our fixed-fee TUPE Diagnostic, giving you a structured assessment of your position and a practical action plan. Where further support is required, our Employment team can guide you through the TUPE process, from employee consultation and documentation through to the transfer and post-completion support.
Understand your TUPE position before you proceed.
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Is This You?
You are buying a business and need to know whether its employees will transfer to you.
You are selling a business and need to understand your TUPE obligations before completion.
You are acquiring business assets and are unsure whether TUPE applies.
You are concerned about employees, historic employment liabilities or other obligations transferring with the business.
You are restructuring, outsourcing or bringing services back in-house and need to understand the impact on employees.
Your transaction is progressing and you need advice on employee consultation, warranties, indemnities or other TUPE requirements.
Early consideration of TUPE allows you to assess potential liabilities, manage risks effectively and avoid unexpected issues during the transaction.
How Business Transfer & Workforce Protection (TUPE) Works
Understand the workforce. Identify the risk. Protect the transaction. A structured two-stage service designed to assess your TUPE position and manage the employee transfer.
TUPE Diagnostic
TUPE Transaction Management
Who Our Solution Advises
Business owners buying or selling a business
Entrepreneurs acquiring businesses or business assets
Companies acquiring divisions or business units
Investors and investment-backed businesses acquiring trading businesses
Corporate groups undertaking restructures or internal transfers
Businesses outsourcing, insourcing or transferring services
What Changes When You Take Control
Reduced Employment Risk
Potential employee liabilities and TUPE risks are identified early.
Stronger Transaction Protection
Employment exposure can be addressed through appropriate warranties and indemnities.
Defined TUPE Obligations
You know what employee information, consultation and transfer steps are required.
Smoother Business Transfer
Employment issues are managed early, reducing the risk of delays, claims and disruption.
Frequently Asked Questions About TUPE
Not every business acquisition triggers TUPE. Whether the regulations apply depends on the structure and circumstances of the transaction.
One of the first things we establish through the TUPE Diagnostic is whether TUPE applies and, if it does, what that means for you and the proposed transaction.
Where TUPE applies, employees assigned to the transferring business may transfer to the new employer. We assess which employees are likely to transfer and the rights, obligations and liabilities that may transfer with them.
Potentially. This will depend on the circumstances of the transaction and which employees are assigned to the transferring business.
We assess the workforce as part of the TUPE process so you understand which employees are likely to transfer before completion.
A Settlement Agreement is a legally binding agreement between an employer and employee under which the employee agrees to waive specified employment claims, usually in return for an agreed financial package and other terms.
For the agreement to be legally effective, specific statutory requirements must be satisfied, including the employee receiving independent legal advice.
Depending on the circumstances, certain employment rights and liabilities associated with transferring employees may pass to the buyer.
Identifying potential liabilities during due diligence allows you to assess the exposure and, where appropriate, address it through warranties, indemnities or wider commercial negotiations.
Employment liabilities can influence commercial negotiations, including the purchase price, warranties, indemnities and completion conditions.
Understanding potential TUPE exposure early can therefore be an important part of assessing the wider transaction.
TUPE gives transferring employees significant legal protection. Proposed changes to employment arrangements following a transfer therefore need careful consideration.
We advise you on what may be possible, when changes can be made and the legal risks associated with your proposed approach.
Sellers are required to provide prescribed Employee Liability Information within the relevant timescales.
We can advise you on the information that needs to be provided and help you manage the process correctly.
Potentially. TUPE can create information and consultation obligations, depending on the circumstances of the transfer.
We assess what obligations apply to your transaction and can guide you through the consultation process where required.
No. TUPE may also apply in other circumstances, including certain outsourcing, insourcing and service provision changes.
If you are changing how a service is delivered or transferring part of an operation, it is important to establish whether TUPE applies before implementing those changes.
Failing to manage TUPE properly can expose a business to financial claims, transaction delays, operational disruption and reputational risk.
Addressing the position early gives you more opportunity to manage those risks before they affect the transaction.
Late TUPE issues can affect negotiations, require additional contractual protections and potentially delay completion.
Even if your transaction is already progressing, early legal intervention can help identify what needs to be addressed and what options remain available.
Ideally, TUPE should be considered during the early stages of the transaction or as part of the due diligence process.
If the transaction is already underway, however, you can still seek advice to establish your immediate obligations and identify any risks that need to be addressed before completion.
Yes. Our Employment team can work alongside our Corporate team where we are advising on the wider acquisition or disposal.
This allows the employment aspects of the transfer to be considered alongside the wider commercial transaction.
Disclaimer
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