The Court of Appeal has recently held that clauses in a share purchase agreement providing that, in the event of a breach of the seller’s restrictive covenants, the buyer’s obligation to pay deferred consideration would cease and the buyer would be entitled to acquire the remainder of the seller’s shares at a price based on net asset value (and excluding goodwill), were unenforceable penalties.
This business briefing highlights the main legal risks to consider when buying another business or enterprise. Whilst a buyer should always take legal advice at the outset of any acquisition, this checklist will provide a useful summary of some of the key points to keep in mind.
This checklist sets out the different types of sales promotions that your business may wish to use to promote its goods or services.
This Business Briefing highlights the risks all employees should be aware of when using e-mail and the internet at work, sending work related e-mails or discussing the workplace on the internet.
TUPE is an acronym for the Transfer of Undertakings (Protection of Employment) Regulations 2006.
Where TUPE applies, employees automatically transfer from one employer to another with their terms of employment and continuity of service intact.
This checklist provides a useful summary of the key issues for businesses.
This checklist explains what restrictive covenants are, when they are likely to be enforceable and how they can be used in employment contracts to protect your business’ interests.
This checklist sets out the remedies available to consumers when buying faulty goods.
It also highlights the additional obligations your business owes to consumers when selling goods online, by telephone or by mail order.
This checklist provides an outline of the offences introduced by the Bribery Act 2010 and the penalties for committing them.
It also highlights practical steps that your business can take to help avoid breaching the legislation.
This checklist sets out the steps your business should take if you are contemplating dismissing an employee for a sickness absence-related reason. Although this can be a fair reason to dismiss an employee, it is important to follow the correct procedure
There could be serious financial, commercial and reputational implications for your business (including possible criminal penalties and fines) if personal data is not handled properly.
This checklist highlights key issues for businesses.
Landlords should be aware of a recent High Court decision that considered a right to park.
The court granted 8 tenants in a block of flats an injunction against their landlord, where their leases included a provision that:
- each tenant had a right to use a designated car parking space.
- reserved to the landlord a right to redevelop neighbouring property as it saw fit despite such redevelopment affecting or diminishing light or air enjoyed by the tenants.
The landlord wanted to develop a new building on land which included the car parking spaces that had been granted to the tenants.
This Business Briefing sets out the factors which can lead to a business being prosecuted for corporate manslaughter and the penalties for breaching the legislation.
The staging timetable for when employers in the UK must automatically enrol eligible jobholders in a pension scheme has been finalised. The new regulations, which comes into force on 1 October 2012, revise the current implementation timetable so that small employers will not be subject to auto-enrolment until June 2015 at the earliest. The revised timetable will benefit approximately 1.3 million small employers (covering around 4.75 million eligible individuals) whose staging dates will be delayed by at least 14 months.
Your business will be required to automatically enrol eligible “jobholders” in a pension scheme. A “jobholder” will include permanent, fixed-term and temporary employees, as well as agency workers.
This checklist highlights key issues for businesses.
A recent Court of Appeal decision illustrates the dangers for businesses of relying on conversations and unsigned draft agreements.
The case underlines the importance of ensuring that key contractual provisions are always documented, especially those as fundamental as a termination right.
You should always take legal advice if you are negotiating a large or unusual contract, but this checklist highlights the key issues to consider when negotiating contracts on behalf of your business.
Often, the most effective way of realising value from the assets of a company in administration is to sell its business as a going concern. The High Court has recently held that a clause in a sale contract that provided for any liabilities of the seller or the administrator to rank as an unsecured claim against the seller (rather than, for example, as an expense of the administration) was valid and effective. It is the first time that the court has considered the effectiveness of such a clause (which is a common feature of administration sale contracts). The effectiveness of the clause means that a buyer will typically have limited recourse should the administrator or seller breach their obligations under a sale contract. This underlines the need for thorough due diligence and for the buyer to take responsibility for as much of the process of perfecting the sale as possible.
This checklist sets out the key employment issues a buyer should consider before buying a business that is in administration.
The London 2012 Olympic Games will be held between 27 July and 12 August 2012.
This checklist highlights some of the issues businesses may need to consider before the Olympics start.