Share purchases: employment issues

STOP PRESS: The Information Commissioner’s Office (ICO) has published draft guidance on keeping employment records and recruitment and selection which is open for consultation until 5 March 2024, and has also removed the employment practices code (first published in March 2022, and last updated in November 2011) and supplementary guidance from its employment information page. For more information, see Q&A: What is the status of the ICO employment practices code? and ICO removes employment practices code and related guidance from its Employment information guidance page, LNB News 15/12/2023 112. This Practice Note will be updated once the ICO draft guidance is finalised.

When a buyer is interested in acquiring a business, there are two options: either the buyer acquires the entire issued share capital of the company which owns that business (known as a 'share purchase'), or the buyer acquires the collection of assets that comprise the business, which may include eg machinery, equipment, property, intellectual property rights, employees and contracts (known as an 'asset purchase').

On a share purchase, the buyer acquires the company 'warts and all'. The company remains

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Employment News

Data (Use and Access) Bill passes through Parliament and heads for royal assent

Parliament passed the Data (Use and Access) Bill (DUA Bill) on 11 June 2025. First introduced in October 2024, this passage concludes a protracted legislative process as a notable amount of legislative 'ping pong' (nine rounds of back-and-forth) took place between the two Houses. Central to these discussions was the contentious issue surrounding the use of copyright works in the development of AI systems. During the last debate on 11 June 2025, the House of Lords opted against insisting once more on its amendment, which would have required further government legislation on copyright infringement and transparency in AI. Instead, the peers accepted an amendment in lieu from the Commons, which mandates the Secretary of State for Science, Innovation and Technology to lay a progress statement before Parliament within six months of the DUA Bill’s enactment, outlining advancements on the review. The DUA Bill will now move forward for royal assent at a date yet to be confirmed.

Equality Act 2010 provisions refer to biological sex, regardless of gender recognition certificate (For Women Scotland v Scottish Ministers)

Public Law analysis: The Supreme Court held that the terms ‘man’, ‘woman’ and ‘sex’ in the Equality Act 2010 (EqA 2010) refer to biological sex. Its relevant provisions cannot be interpreted as including ‘certificated sex’ under a gender recognition certificate (GRC) without rendering them incoherent and unworkable. In relation to sex discrimination, a person has the protected characteristic of their biological sex only. The relevant provisions of the EqA 2010 fall within the section 9(3) of the Gender Recognition Act 2004 (GRA 2004) and so displace the rule in s 9(1) of that Act that the gender of a person with a GRC is for all purposes the acquired gender. This is a very significant judgment on the meaning of the EqA 2010, and on the law of discrimination particularly as it affects women and trans people. It must be understood by all those who advise on or are concerned with discrimination law, particularly employers, service providers and public authorities. Written by the LexisNexis Public Law team.

Employment weekly highlights—12 June 2025

This edition of Employment weekly highlights includes: (1) an EAT decision reminding employers of the need to consider alternative employment in a redundancy situation; (2) a Women and Equalities Committee (WEC) report evaluating the UK’s parental leave system; (3) an EAT decision on the employment tribunal’s approach to striking out a claim; (4) an EAT warning about objecting to applications for extensions of time; (5) the July 2025 edition of the Industrial Relations Law Reports (IRLR), (6) dates for your diary, and (7) other news items of interest to employment practitioners.

WEC publishes report on UK parental leave system

The Women and Equalities Committee (WEC) has published a report evaluating the UK’s parental leave system. It identifies key shortcomings, including low statutory parental pay, limited paternity leave, and complex eligibility criteria for shared parental leave (SPL). The report finds that the statutory pay rate—significantly below the National Living Wage—creates financial hardship and discourages uptake, particularly among fathers and other parents. The WEC recommends a series of reforms. While acknowledging the direct fiscal impact, it argues that the wider social and economic benefits, such as those achieved through increasing mothers’ labour market attachment and career progression and narrowing the household gender pay gap, would justify the investment. The government has two months to respond.