Employment Law Update October 2016

Our partners Moore Blatch have several updates for us:

Read more updates and commentary at the Moore Blatch website.

Slavery in the UK, Brexit and more: Employment Law Update August 2016


chicken photo

Employers were chickening out of their duties to provide decent working conditions and payment. Photo by sponselli











Slavery in the UK

For the first time, a UK company has been found guilty under the Modern Slavery Act 2015 of unlawful treatment of workers. This supplier of eggs to the big supermarkets were failing to pay their trafficked workers as well as a range of other breaches.  Large sums are to be paid out, and big companies should note their obligation to check supply chains for slavery and trafficking in the UK. Read more on Slavery in the UK

What does Brexit mean for UK employment law?

Moore Blatch reports that “newly appointed Secretary of State for Exiting the EU David Davis has given a strong indication that existing employment law is unlikely to undergo radical change.” However, there is some uncertainty and EU workers are likely to be particularly affected once Article 50 is triggered.

Moore Blatch is urging local businesses which employ significant numbers of EU nationals, to plan for a worst case scenario, where EU nationals are no longer automatically able to work in the UK and are subject to the same points-based system currently applied to non-EU nationals.   Should this occur, locally the food and drinks and agriculture sectors could be hit hard as they, in particular, employ many EU workers and rely heavily on that workforce.

Read more on Brexit here and  advice for businesses here



Brexit for Business – How to Adjust Your Commercial Contracts and Agreements

Solicitor and ContractStore founder Giles Dixon has some useful pointers for updating your commercial contracts in the light of the UK Brexit vote.

brexit photoOn the Monday after the Referendum vote, I was asked to draft my first Brexit clause for a substantial long term services contract between a European and UK company that was being negotiated. So, although we have not yet left the EU, the potential legal implications of our likely withdrawal are already being felt.

As we do not know what agreement might be reached with the EU it is difficult to be too specific on how business and society will be affected.

But for starters, here are some possible issues that clients may want to consider when reviewing or negotiating their contracts:

  • Customs duties and tariffs: If these are introduced on trade between the UK and other EU countries, be sure to have some wording that says how they will affect the payment terms under the contract.
  • Personnel: If your contract involves sending a team of engineers to the UK from Europe (or vice versa), what happens if new visa requirements are introduced that make this difficult to achieve? And if you already employ citizens from other EU states, how might their status be affected if there is a change in immigration law?
  • Currency: Any contract involving pricing that has a currency risk should consider wording to deal with that risk. But if the impact of Brexit sees a continuing fall in the value of sterling (already down by around 10% against the USD), an escape clause or renegotiation provision could be essential.
  • Standards: If EU quality standards diverge from those in the UK, how might this affect manufactured products or the supply of services and whose standards will apply under your contract?
  • Trade Marks: Anyone who has registered an EU trade mark has protection throughout the 28 member states. If we leave, will that EU mark still give protection in the UK?

A material adverse circumstances clause can be a helpful device to deal with issues that might arise in future but are not identified when the contract is signed. But the difficulty with such a clause is in specifying what happens if a particular event occurs. An obligation to discuss and try to resolve the problem by good faith negotiation is the type of wording sometimes used, but it does not remove the uncertainty. So, where you can, you need to have wording that says what will happen if a situation arises – e.g. if new taxes are introduced on the supply of goods to Europe, these will be added to the price and payable by the customer.

Brexit – The Legal (Constitutional) Position

On 23 June 51.9% of those who took part in the Referendum voted that they wish to leave the EU.  Approximately 72% of the electorate voted – in other words 37% of the adult population of the UK said they want to leave the EU and only those in England and Wales had a majority in favour of leaving. Interestingly, the percentage wanting to remain in Scotland and Northern Ireland was higher than that for leaving in England & Wales (and in Gibraltar the remain vote was 95%).

The Referendum Act does not say clearly what happens next.

Article 50 of the Lisbon Treaty says that any Member State may decide to withdraw from the Union ‘in accordance with its own constitutional requirements’. It then has to give notice of its intention to withdraw to the European Council.

Brexit and the LawAs the UK does not have a written constitution, and Parliament is where our decisions are made, it is for Parliament to decide whether and when to give that notice to the EU.

However, some think the Government can give the notice without the need for a vote of the House of Commons. Since the referendum result does not itself have the force of law and this is perhaps the biggest decision the UK has to make, it would be strange for the Government of the day (especially a different Government from the one that took office at the last General Election) to make the decision without the approval of Parliament.

This issue is likely to be decided by the courts, as legal steps are already being taken to ensure the UK Government will not trigger the procedure for withdrawal from the EU without an Act of Parliament.

Article 50 then says that, once the notice is given, the EU will ‘negotiate and conclude an agreement with that State, setting out the arrangements for its withdrawal, taking account of the framework for its future relationship with the Union’. The UK will then withdraw from the EU on the date the withdrawal agreement comes into effect or, failing that, two years after the notification, unless an extension of that two year period is agreed. The agreement needs to be approved on behalf of the Union by the Council, acting by a qualified majority, after obtaining the consent of the European Parliament.

Until the withdrawal is final, the UK remains a member of the EU and bound by its laws, but not able to take part in discussions on its withdrawal.

Employment Law Update June 2016

Our partners Moore Blatch have several updates for us:

Read more updates and commentary at the Moore Blatch website.

Does Your Company Have Any ‘Persons with Significant Control’?

If so, you need to include their details in a new Register.

If you run a limited company, under new regulations, it is necessary to keep a register of people with significant control of the company. This register will be in addition to the register of directors and register of members.

The Regulations came into effect on 6th April 2016 and details have to be included in your annual statement at Companies House from 30th June 2016.

Persons With Significant Control

puppet master photo

You now have to record who pulls the strings in your company Photo by Greg Walters

A person with significant control (a PSC) is someone who:

• directly or indirectly holds more than 25% of the shares or voting rights of a company,
• directly or indirectly has the right to appoint or remove the majority of the directors, or
• has “significant influence or control” over the company itself, or over the activities of a trust or a firm which meets any of the other specified conditions in relation to the company (e.g. by holding more than 25% of the shares).

A person would exercise “significant influence or control” if for example he/she is not a member of the board of directors, but regularly or consistently directs or influences a significant section of the board, or is regularly consulted on board decisions and whose views influence decisions made by the board.

This would include a person who falls within the definition of “shadow director”. It can apply even if the individual is not aiming to gain economic benefits from the policies or activities of the company, trust or firm.

The PSC Register

The register has to contain the name, nationality, date of birth, usual country of residence and usual residential address of each individual who is a PSC plus the nature of their control and the date on which that person became registrable. A service address is also needed. The residential address will not appear on the public record.

Your company’s PSC register must not be left empty and you must take reasonable steps to determine whether any individual or any legal entity meets the conditions for being a PSC. Failure to do so is a criminal offence.

If there is nobody with significant influence, your register (and the information to Companies House) should say:
The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

Or, if you are still checking, it might say “The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.

LLPs and Exemptions

Similar regulations apply to LLPs (limited liability partnerships).

There are exemptions for those who have influence in a purely professional capacity, such as a lawyer or accountant.

Why Is This Being Introduced?

The new regulations are part of the Government’s attempts to deal with tax evasion and money laundering and are part of a Europe-wide initiative.

Employment Law Update February 2016

The latest update from Moore Blatch is out now:

£2.3 million Fine Under Bribery Act. Protect Your Business!

Avoid Bribery Act headaches with a simple download

Bribery Act headaches can be avoided with a simple download
Photo by threephin Creative Commons



Consultant Sweett Group have been fined £2.25 million plus £95,000 costs at Southwark Crown Court in the first prosecution under Section 7(1) of the Bribery Act.

This is an offence of strict liability – if a business does not have “adequate procedures” designed to prevent persons associated with it from bribing a third party, then it will automatically be guilty of an offence.  And this offence can occur even if the person who offered the bribe was not an employee or not even in the UK – so it could be an overseas agent over whom you have no direct control.  Indeed, in Sweett’s case the offence occurred in the Middle East on some contracts related to the firm.

It is very easy to protect yourself from this risk – you can start by having a proper Code of Conduct or Anti-Corruption Policy in place – and that will cost you a mere £39 (excl. VAT) at ContractStore.

Thousands of small businesses do not have adequate protection – don’t be one of them – set up your Code of Conduct today!

New EU Regulations for e-commerce: Deadline 15th February 2016

fighting photo

Don’t get in a fight! You can now sort out disputes online. 
Photo by MGEARTWORKS Creative Commons License

If you sell goods or services online, under new EU Regulations from 15th February, your website must provide a link to the European Commission’s Online Dispute Resolution (ODR) Platform.

Online traders who use Alternative Dispute Resolution (ADR) should also provide information about the ODR Platform in their contractual terms.

How To Comply with the New ECommerce Regulations

In order to comply with the regulations, you must provide the following information on your website:

1. a link to the ODR platform http://ec.europa.eu/odr
2. the email address of the online trader

The following wording may be suitable:

If you are a client/customer and we have made a contract with you by electronic means you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/odr. Our email address is xxxxxx

What is the EU Online Dispute Resolution?

The EU website has the following explanation:

If consumers have a complaint about a good or service they have bought, instead of going to court, they can choose Alternative Dispute Resolution (ADR). The term ADR includes all the ways of resolving a complaint which do not involve going to court.

Typically consumers ask a neutral third party to act as an intermediary between them and the trader; this neutral third party is called an ADR entity. The ADR entity can then suggest or impose a solution, or simply bring the two together to discuss how to find a solution. This is also known as “mediation”, “conciliation”, “arbitration”, “ombudsman” or “complaints’ board”. Compared with going to court, ADR is usually quicker, simpler and costs less.

Online Dispute Resolution (ODR) is an ADR procedure conducted entirely online.

The platform is user-friendly, multilingual and accessible to all.

Everything is done in four, simple steps:
• The consumer fills in an online complaint form and submits it.
• The complaint is sent to the relevant trader, who proposes an ADR entity to the consumer.
• Once consumer and trader agree on an ADR entity to handle their dispute, the EU ODR platform transfers automatically the complaint to that entity.
• The ADR entity handles the case entirely online and reaches an outcome in 90 days

Read the information in full:


Regulations for Traders Who Use ADR for Resolving Disputes

Under The Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015, if a trader is required by his Trade Association or Professional Institution to use ADR in resolving disputes, the trader must provide the name and website address of the ADR entity:

  • on the trader’s website, if the trader has a website; and
  • in the general terms and conditions of sales or service contracts between the trader and a consumer.

The ADR entity has to be one authorised by one of the organisations referred to in the Regulations, which include the Financial Conduct Authority and the Legal Services Board.

More Resources

ContractStore has a free download on ADR at this link: http://www.contractstore.com/Z140-alternative-dispute-resolution

Also our document A221, Website & Email Legal Notices, provides templates and explanations on the increasing number of notices that a business needs to include on its website.

Let us know in the comments if you have any questions or experiences to share.

Technology Update – What Every Business Needs to Know

New technology laws for business and more in the Moore Blatch updateOver the next couple of years, important new legislation about data privacy will be coming through from the EU: any business that stores customer information, needs to be aware and can start preparing now. Read more here

Other news in the latest update from Moore Blatch: