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A TUPE transfer, from question to work-stream memo

Nineteen people are in scope of a services transfer. The client wants to know whether TUPE applies and what has to happen and by when. The timetable is the part most likely to go wrong.

Employment · Employment team, supervising partner, in-house HR counsel

Start freeBook a walkthrough
Agents
Research, Employment
First draft
Two grounded research answers in under a minute each, then a Work-Stream Memo with the full timetable the same day.

The problem

Whether a transfer falls under regulation 3(1)(a) or 3(1)(b) rarely needs to be settled before advising, but the employee liability information deadline and the consultation timetable have to be counted back correctly, and a missed date carries an uncapped tribunal exposure.

  1. Step 01 of 06

    Open the matter and set the transfer date

    The intended transfer date goes on the matter as a key date; the conflict check reports that the counterparty already appears on a linked matter.

    Matters · Project Halcyon · SPA warranties and disclosureOpen

    Project Halcyon: SPA warranties and disclosure

    Buy-side warranty review, disclosure analysis and cited due-diligence grid.

    Client
    Halcyon Bidco Ltd
    Reference
    WC-2026-0412
    Practice area
    Corporate / M&A
    Jurisdiction
    England and Wales
    Responsible partner
    E. Vance
    No conflict check on file.

    Chat, on this matter

    Compare warranties with the disclosure letter.

    Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.

    Send a message… (@ to mention tools)BalancedPrepare for
    1. 25 Aug

      Disclosure exceptions matrix

      Chat

    2. 21 Aug

      Disclosure exceptions matrix

      Run · completed · 560 credits

    3. 18 Aug

      Project Halcyon: Disclosure Letter

      Document · indexed

    4. 16 Aug

      Project Halcyon: Share Purchase Agreement

      Document · indexed

    5. 4 Aug

      Matter opened

      Opened

  2. Step 02 of 06

    Ask the threshold question

    Whether TUPE applies, and which limb of regulation 3 is engaged, returns an answer that does not force a choice where either limb leads to the same consequence.

    Matters · 14 Rowan Court, Flat 9 · ResearchSources ranked
    Matter: 14 Rowan CourtEngland and WalesResearch Agent
     
    Prepare for: Court-Ready · Deliver as: Word

    Where we looked

    • 1Your documentsLease, demand, correspondence
    • 2Primary law3 statutes, 1 judgment
    • 3Regulators and the recordNothing needed
    • 4Web searchOff for this question

    Authorities · 4

    • 1

      Law of Property Act 1925, s 146

      c 20
      not yet checked
    • 2

      Housing Act 1996, s 81

      c 52
      not yet checked
    • 3

      Commonhold and Leasehold Reform Act 2002, s 168

      c 15
      not yet checked
    • 4

      Escalus Properties Ltd v Robinson

      [1996] QB 231 (CA)
      not yet checked

  3. Step 03 of 06

    Ask the timetable question

    The employee liability information deadline, the consultation obligation, and the uncapped penalty under regulation 15(8)(a) are set out with their statutory references.

    Matters · 14 Rowan Court, Flat 9 · ResearchSources ranked
    Matter: 14 Rowan CourtEngland and WalesResearch Agent
     
    Prepare for: Court-Ready · Deliver as: Word

    Where we looked

    • 1Your documentsLease, demand, correspondence
    • 2Primary law3 statutes, 1 judgment
    • 3Regulators and the recordNothing needed
    • 4Web searchOff for this question

    Authorities · 4

    • 1

      Law of Property Act 1925, s 146

      c 20
      not yet checked
    • 2

      Housing Act 1996, s 81

      c 52
      not yet checked
    • 3

      Commonhold and Leasehold Reform Act 2002, s 168

      c 15
      not yet checked
    • 4

      Escalus Properties Ltd v Robinson

      [1996] QB 231 (CA)
      not yet checked

  4. Step 04 of 06

    Build the work-stream memo

    The Employment Agent runs on Thorough, covering the analysis, a timetable counted back from the transfer date, the harmonisation position, and a Next actions section.

    Agents · Contract Agent · New runMatter: Northgate · senior associate hire

    Agent

    Jurisdiction

    Prepare for

    Deliver as

    Instruction

    What should the agent look for?

    Documents

    Drop a contract, or pick one from the matter

    Also on the matter

    • Offer_letter_v3.pdf2 pages
    • Staff_handbook_2025.docx61 pages
    • Board_minute_14_Aug.pdf3 pages
    Platform model · zero data retention · audit register on

  5. Step 05 of 06

    Read the counted-back timetable

    Each date is stated against the transfer date, from the employee liability information deadline back to confirming the workforce facts.

    Agents · Contract Agent · Employment Contract Compliance ReviewCompleted
    6 items need your confirmation14 authorities · Where we looked

    Senior Associate Employment Contract: English Law Review

    Summary

    1. 1.

      Clause 9(c), non-competeHigh

      The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.

      Tillman v Egon Zehnder Ltd [2019] UKSC 32
    2. 2.

      Clause 11, data and monitoringHigh

      Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.

      UK GDPR, Arts 6 and 9
    3. 3.

      Clause 4, holiday carry-overHigh

      The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.

      Working Time Regulations 1998, regs 13 to 13A

  6. Step 06 of 06

    Sign off

    The partner ticks the items, clicks Verify all across the nine authorities, and signs off.

    Authorities · 14 · Where we looked
    #ReferenceVerdict
    1

    Tillman v Egon Zehnder Ltd

    [2019] UKSC 32    		not yet checked
    2

    Working Time Regulations 1998

    SI 1998/1833, regs 4 to 5, 10 to 14    		not yet checked
    3

    Coppage v Safety Net Security Ltd

    [2013] EWCA Civ 1176    		not yet checked
    4

    UK GDPR, Articles 6 and 9

    Retained Regulation (EU) 2016/679    		not yet checked
    5

    Employment Rights Act 1996, s 1

    c 18    		not yet checked
    6

    Harlow v Artemis International

    [2008] EWHC 1126 (QB)    		not yet checked

A document, not a transcript.

  • An analysis of which limb of regulation 3 is engaged, with the fact-finding named rather than forced to a premature conclusion.
  • A consultation and employee liability information timetable counted back from the transfer date.
  • A candid note on harmonisation: a post-completion levelling exercise is not a safe assumption under regulation 4(4).
  • A Next actions section with owners and dates, and open questions for the client to confirm the workforce facts.

Authorities it checks

  • TUPE 2006, reg 3(1)(a) and reg 3(1)(b)
  • TUPE 2006, reg 11, reg 12, reg 13, reg 14, reg 15(8)(a)
  • Spijkers v Gebroeders Benedik Abattoir CV (Case 24/85)
  • Cheesman v R Brewer Contracts Ltd
  • Litster v Forth Dry Dock & Engineering Co Ltd [1990] 1 AC 546
Every source it may cite

What it does not do

  • It does not decide which limb of regulation 3 applies where the facts are not yet confirmed; it advises on the basis that TUPE applies either way.
  • It does not run the consultation itself. The elected representatives and the consultation meetings are the client's and the firm's own process.
  • It does not assume harmonisation is safe after transfer; that assumption is flagged as the one clients get wrong.

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