LPC Law Notes Private Acquisitions Notes
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
The following is a more accessible plain text extract of the PDF sample above, taken from our Private Acquisitions Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
TUPE
Is there a relevant transfer?
Reg 3(1)(a) Is there an economic entity?
Reg 3(2) an economic entity is an organised grouping of resources which has the objective of pursuing an economic activity, whether or not that activity is central or ancillary
Reg 3(1)(a) Has that economic entity been transferred?
Spikes – this is a question of fact
IF YES GO TO QUESTION 2 – Is there a sale of a distinct business unit?
Is the intention of the parties to transfer sufficient assets to enable the buyer to continue the business in substantially the same form after the sale
Reg 3(1)(b) Has there been a change in a service provision in which activities have ceased and Reg 3(3) applies?
Reg 3(3)(a) Immediately before the service provision change
(i) there is an organised grouping of employees in Great Britain which has as its principal purpose the carrying out of activities concerned on behalf of the client
(ii) the client intendeds that the activities will, following the change, be carried out by the transferee other than in connection with a single specific event or task of short-term duration; and
Reg 3(3)(b) the activities concerned do not consist wholly or mainly of the supply of goods for the client’s use
What is the effect of a relevant transfer?
Reg 4(1) an employee’s contract of employment is not brought to an end by reason of the transfer and instead transfers from the seller to the buyer
Reg 4(7) except where an employee expressly objects
Reg 4(8) In which case their employment contract is treated as being terminated
Reg 4(2) Employees will have the same rights
Reg 4(3) Applies to all employees employed by the seller immediately before the transfer or who would have been so employed had they not been dismissed in the circumstances described below
Is the employee eligible to bring a claim for unfair dismissal?
Does the employee have 1 year’s continuous employment (or 2 years if entered into employment contract on or after 6 April 2012)?
Can employee prove they have been dismissed; actual or constructive dismissal?
IF YES TO BOTH THEN GO TO QUESTION 4
No to one or both
Wrongful dismissal claim (if employee did not commit a repudiatory breach)
Was the requisite amount of notice given by the employer?
Fixed term-contract without a break clause
Termination prior to expiry will be a breach
In absence of any expressly agreed period of notice there is an implied term of ‘reasonable notice’
Statutory minimum notice periods 86 ERA 1996
1 weeks’ notice after 1 month’s continuous employment
2 weeks’ notice after 2 years’ continuous employment
Thereafter 1 weeks’ notice for each year, up to a maximum of 12 weeks’ continuous notice
Damages
Starting point is the salary the director would have received over the whole period had he not been dismissed
Tribunal awards restricted to 25,000
Was the dismissal because of the transfer?
Reg 7(1)(a) Employees will be deemed to have been automatically unfairly dismissed by reason of a transfer
Question of fact for the Employment Tribunal to determine whether a dismissal is by reason of the transfer itself
A dismissal following pre-transfer collusion between the transferor and the transferee with regard to dismissals is likely to be regarded as a dismissal by reason of the transfer itself
Reg 4(3) employee can bring a claim for unfair dismissal against the Transferee (buyer)
Claim for Redundancy & Wrongful Dismissal too
Was the dismissal because of a reason connected with the transfer?
Reg 7(1)(b) Employees will be deemed to have been automatically unfairly dismissed for a reason connected with the transfer unless the employer can show an ETO reason
ETO reason must involve a change in the workforce
Economic reason
Relating to the profitability or market performance of the transferee’s business
Technical reason
Relating to the nature of equipment or production process which the transferee operates
Organisational reason
Relating to the management or organisational structure of the transferee’s business
Hynd v Armstrong a transferor employer cannot rely on the transferee’s reason in order to establish an ETO
Therefore to be a valid ETO...
Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
Ask questions 🙋 Get answers 📔 It's simple 👁️👄👁️
Our AI is educated by the highest scoring students across all subjects and schools. Join hundreds of your peers today.
Get Started