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Ben Jones
Ben Jones, UK Lawyer
Category: Law
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, I have a complex employment case that I would like advice

Resolved Question:

,
I have a complex employment case that I would like advice for. I have been employed with a company years as a software developer. 2 months ago I tendered my resignation. The company has offered me a large bonus to remain in the company until Match. I found out a few weeks ago that they are in the process of selling the company. They assure me that my bonus is safe as it is part of the sale. However, as the contract is between myself and the "selling" company will this contract still be valid when the company is bought over? My main concern being that the retention is until March but the sale is due in February which make me question the validity of the contract post sale.
Submitted: 2 years ago.
Category: Law
Expert:  Ben Jones replied 2 years ago.
Ben Jones : , my name is ***** ***** it is my pleasure to assist you with your question today. In what way will they taken over he company, will they buy the business and continue running it? Will they be buying the shares of the company or just its assets and goodwill? Please note due to the time I am going offline but will respond in the morning, many thanks
JACUSTOMER-qh04eiux- :

Ben

JACUSTOMER-qh04eiux- :

That is no help Ben

JACUSTOMER-qh04eiux- :

I require advice tonight

JACUSTOMER-qh04eiux- :

sorry

JACUSTOMER-qh04eiux- :

Very poor

Ben Jones : sorry about that but we do not work full time on the site. If tu no longer require help I can close the question?
JACUSTOMER-qh04eiux- :

. Yes, I do still need advice. To answer your questions, I am based in the UK and it is an American buyer company. As the sale is not complete and due to the nature of the takeover it is unclear, and has not been communicated to me, whether this is a takeover or transfer of ownership.

Customer:

Ben Jones :

again, is the business going to transfer outside of the UK?

Customer:

Well the company buying the business is an American company but they do have offices in the uk, so I am not really sure what they are planning to do.

Ben Jones :

ok thanks I will just get my response ready

Customer:

ok

Customer:

Just to clarify, when they offered me the retention bonus, they didn't not tell me they were planning on selling the company. The contract retention bonus is that I shall continue to work company until March, but it appears that the sale might take place in February, hence my concern regarding the bonus, as I am not sure is the contract is still valid post-sale as it is between me and the selling company.

Ben Jones :

Generally, when one business takes over another business, a piece of legislation known as TUPE would apply. If it applies to a transfer, those employees assigned to the transferring business will move to the new employer on their existing terms and conditions. Simply put, the new employer will 'step into the shoes' of their old employer and the employees should continue working new employer as if nothing had changed, apart from the name of their employer.

So if you had a contractual agreement with the existing employer, it would transfer over to the new one and they would take on the liabilities linked with it. This is known as the ‘automatic transfer principle’. It also covers non-contractual liabilities that are linked to the contract, so it is quite likely that this will be covered either way.

However, TUE does not apply if there is a share transfer of the business. Let’s say that the new owners purchased the shares of the existing company and that is how they took over the business, in that case TUPE does not apply and you will not be able to argue that the liabilities under that agreement had transferred to the new employer. However, the agreement can still be enforceable against the old company, at least part during which they were your employer (i.e. before the transfer).


Ben Jones :

you can ignore the timer message, in case you have further queries

Customer:

thank you

Customer:

Why can I not rate your answer??

Ben Jones :

You should be able to, if you cannot then you can just type your choice on here, thanks

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