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Independent Legal Advice For Directors, Senior Executives and Partners

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Legal 500

A Leading Legal 500 Firm of Employment Lawyers

Bridge Employment Law has recently been awarded the status of ‘leading firm’ in the UK Legal 500.

BRIDGE combines 25 years of proven expertise in employment law advice. For more information or to arrange a consultation please contact us today. Call us on 01904 360 295 or contact us online.

For Directors, Senior Executives and Partners 

You’ll require independent advice when conflicts arise – it is crucial you have an expert lawyer on your side from the outset.

We help you as Directors, senior executives and Partners understand the rules and your obligations at each stage, you will often have many issues to consider such as:

  • What positions can I take on entry and exit negotiations?
  • What impact do my contractual terms have on my claims and legal position on entry and exit
  • What are my rights, obligations and risks when:
    • I am subject to allegations of wrongdoing;
    • I am in dispute with my Board, employer or my fellow Partners?

We offer well considered strategic legal advice through our experienced specialist lawyers in your corner from commencement to exit and everything in-between.

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  • Should I sign restrictive covenants?
  • How and to what extend can restrictive covenants stop me from working elsewhere?
  • Can I work in a competing role?
  • Can I talk to customers on exit?
  • What are my duties and obligations to the Board or Partners?
  • Can I take my team members with me when I move?
  • What about my equity, options, LTIP and reward scheme on entry and exit?
  • Support for you at your position at the Board or Partnership or Senior Leadership Team
  • Does D&O cover apply or other insurance cover for costs and claims and liabilities where available
  • Legal compliance and enquiry throughout

Watch our free video covering some of these key issues when negotiating new terms, considering exits for Directors or Partners and senior executives too

Our commitment to you

You can access our leading, legally privileged and quality advice now via a free confidential consultation.
If we agree to act for you, you will be clear on: –

  • The plan and strategy
  • The costs
  • The agreed goals and outcome
  • Time frames

Our aim is to understand you and your goals and to protect your legal interests with your goals in mind, we take that obligation very seriously.

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For Directors, Senior Executives and Partners 

When you are faced with Director, Partner, employee alleged wrongdoing your organisation must ensure:

  • You follow the correct legal process and avoid creating claims
  • Avoid conflict
  • Ensure independence
  • Secure well prepared and cogent evidence
  • Produce a clearly thought out report and outcome with correct
  • Clear terms of reference from the outset

You will need to avoid all the other expensive and potentially seriously commercially harmful legal pitfalls when embarking upon an investigation process.

We can help you by outsourcing your investigation to our experienced, expert, regulated leading independent law firm.

Our team offer independent, experienced and specialist Solicitor led investigations helping your business benefit from our independence, objectivity and legal compliance which includes:

  • Objectivity in all respects
  • Helping you correctly fix your mandate and terms of reference for the investigation
  • Legal compliance and rigour in undertaking the investigation for you – working with you to set the terms and scope out what is required in the best interests of the business
  • Removal of the administrative burden and legal risks from your busy, conflicted and often unqualified, conflicted internal executives
  • Reducing the risks posed to the Board and senior leadership by using our independent legal team
  • Assurance of the correct process of evidence gathering and collation and sharing too  –

Click here for a free, confidential call with our team of specialist lawyers

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Guidance for Directors, Senior Executives and Partners

Negotiating your terms with clarity and strength

  • We offer confidential and legally privileged reviews for Directors and senior executives on their terms when entering and exiting a role.
  • We review contractual terms with you and put you in a better position to know your legal position, negotiate packages and secure reasonable terms both on entry and exit: –
    • Your existing terms: can you accept the role without being in breach of contract to your previous employer? Don’t make the move unless you know for sure you aren’t in breach, we can also help you formulate a basis for exiting without restriction in some cases.
    • The Company and Board’s constitution, obligations and limitations: this affects what they can and can’t offer you and your position on the Board
    • Review of insurance cover and levels of protection for you whilst in office: seeking adequate D&O cover
    • Review of the terms to ensure reasonable obligations and protections:
      • Your post-termination restrictions – are they reasonable, should you sign or negotiate them?
      • What about Powers of Attorney and the extent of rights to remove you from office and transfer any equity
      • Your notice terms – what terms apply if you are placed on garden leave?
        • Are you obligated to mitigate losses and is pay offset against any future earnings?
        • What about benefits, equity and bonuses do you forfeit or are the pro-rated and on what terms are such provisions applied when classed as a ‘leaver’?
      • What about LTIP’s and EMI schemes – what are your rights?
      • What happens to your equity and taxation of the same?
      • What about mandates, guarantees, over-draft and finance facilities – are you liable?

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What if you are dismissed from your Directorship and Employment?

Our summary guide to Directors rights on exit

What issues do I need to consider on exit from a Directorship?

  • Basis for the removal
    • Is it lawful and do you have claims in law for damages and compensation?
      • Breaches of the Companies Act?
      • Employment claims?
      • Contract and equity claims?
    • ID&O Cover and insurance for claims
      • Are you covered?
    • Access to information
      • Articles and Directors rights to access information – have you got all you need and are the Company complying with their obligations here?
      • Will a DSAR request help?
    • Removal from Directorship and transfer of equity
      • Is there a Power of Attorney in place?
      • What are your rights here under the Articles and Shareholders or other contract terms?
      • What shareholder approvals are needed?
      • Has the Company complied with its obligations?
    • Share options and equity claims?
      • What claims, values and rights do you have?
      • Can the Company withhold or demand return?
    • Taxation of exit payments
      • The timing and structuring any deal can be crucial – is the structure in your best interests?

What type of Director are you?

  • Executive Directors
    • This is a Director who undertakes an executive function / role for the business of the Company on a daily / weekly basis
    • Executive Directors will usually be employees with all the rights that status brings (see below)
    • You will usually be subject to KPI’s to achieve equity, bonus, profit share and other rewards
    • You will also operate under the Articles of the Company and a Service agreement and if applicable have equity interests too (see below)
    • Executive Directors owe the Company duties primarily (among other laws) under the express provisions of the:
      • Service Agreement; and
      • under the Companies Act 2006 (see below)
  • Non-Executive Directors
    • Here you are not an employee and devote part of your time perhaps serving in an advisory capacity to the Board
    • Non-executive roles are usually part-time and self-employed thus, many employment protections would not apply in most cases

Executive Directors are employees

  • Executive Directors benefit from the following protections:
    • The right to a contract of employment in section 1 terms, a Service Agreement is also required
    • Statutory minimum notice
    • National minimum wage
    • Subject to some elements of opt-out/unmeasured time – the working time regulations apply
    • SSP as a minimum – but company sick pay usually exceeds this along with income protection benefits for Directors as well as ‘Key-Man’ insurances too for senior key executive Directors
    • The right not to be:
      • Unfairly dismissed – the process and substantive legal basis that justifies the Board/Company in law dismissing you, if not you may have valuable claims
      • Wrongfully dismissed – notice pay unless in fundamental breach of your obligations
    • The right to statutory redundancy pay if dismissed on grounds of redundancy
    • The right to request flexible working
    • Protection from discrimination on basis of (age, sex, disability, marital status and civil partnership, gender re-assignment, pregnancy and maternity, race, religion or belief and sexual orientation….)
    • Rights to maternity leave and pay, shared parental leave and pay, paternity leave and pay, adoption leave and pay, unpaid parental leave and time off for dependents.

Our quick guide to the key rights and obligations of statutory Directors

    • Directors Service Agreements
    • This is essentially a combination of your Director terms and Employee terms regulating both (along-side any Articles – see above) that regulate the Board and Members processes and any employee rights and obligations too, remember as an employed executive Director you have a foot in both camps:
      • at the Board as a Director owing strict fiduciary duties to act in the best interest of the Company you serve; and
      • as an employee too.
    • A Service Agreement / Contract is regulated to an extent by the Companies Act 2006
    • It should usually include terms dealing with the following: –
      • The executive’s role, KPI’s, duties and obligations and the executive’s key functions
      • Rewards (remember these may be regulated by a remuneration committee) such as: –
        • Salary, pension and general pay terms
        • Benefits too
        • Confidentiality and IP protections of Company information and property
        • Post termination restrictions restricting you from competing and protecting the business interest of the Company by seeking to restrict you from:
          • poaching of customers or suppliers
          • dealing with customers or suppliers
          • competing – by preventing you from working in the sector or a defined market or area
          • poaching key employees when you leave
          • concealing such obligations from new employers
        • Rewards
          • Bonus
          • LTIP
          • Profit Share schemes etc.
          • Equity / option schemes, EMI schemes etc.
        • Termination and exit provisions
          • Notice
          • Garden leave
          • Basis for termination
          • Ceasing of all rewards and in some cases clawback of some rewards too
        • Duties and obligations owed to the Company
        • Removal from the Board and Directorship
        • Insurances and protections

What are the Articles of Association and how do they effect my Directorship?

    • Directors need to know about their Company Articles when entering into the Board, when operating under it and when exiting too.
    • All UK registered Companies have Articles regulated by the Companies Act 2006, these are essentially a binding agreement between the Company and its members and set out the administration and management structure of the Company such as: 
      • Powers and duties of its Directors
      • Limits on Directors fees
      • Processes for removing Directors
      • Dividends
      • The Delegation of powers to for example any committees
      • Board meetings
      • Shareholder meetings
      • Powers to borrow

We can act quickly and protect your interests click here for a free confidential consultation call with an expert lawyer in our team.

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Meet our experts: Legal 500 lawyers for Directors, Senior Executives and Partners

Contact us now for a free confidential consultation

lee-stephens

LEE STEPHENS
Managing Director / Principal Solicitor

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Shaun Pinchbeck

SHAUN PINCHBECK
Senior Employment Law Solicitor

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David Rogers

DAVID ROGERS
Director and Senior Solicitor

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Emma Grace

EMMA GRACE
Senior Employment Law Solicitor

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Georgina Thomas

GEORGINA THOMAS
Associate Director, Solicitor

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Alex Millward

ALEX MILLWARD
Senior Chartered Legal Executive

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Teressa Meyers

CLAUDIA HARRISON
Solicitor

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WHAT OUR CLIENTS SAY

  • Lee and his team at Bridge employment law did an excellent job for me. The advice received was professional, timely and pragmatic. The outcome achieved was acceptable to all parties and was completed within the agreed commercial framework. A good piece of work, thank you. I would not hesitate to recommend Bridge Employment Law to my professional contacts.

    Director - Engineering and Construction

  • We wouldn’t recommend anyone else the support have had from the team at BRIDGE has been excellent

    Practice Manager, Veterinary Practice, Yorkshire

  • Thank you so much for all your help and support our practice is a better place now, we couldn’t have achieved the outcome without the team at BRIDGE

    GP Surgery, UK

  • “the team at B R I D G E understand the demands of our veterinary practice and make commercial recommendations explaining our options clearly – they have helped with everything from ensuring our employment documentation is up to date to advising on a complex employment dispute, with their help we achieved an excellent outcome….[we] could not recommend anyone else but BRIDGE”

    Veterinary Surgery, Surgeon & Director, Yorkshire region

  • I used Bridge Employment Law in connection with the completion of my Settlement Agreement and would recommend them and in particular Emma to anyone who requires employment legal advice. I particularly found Emma to be very knowledgeable, understanding and compassionate at a time I found myself in a difficult and stressful position.

    Anonymous

  • I have engaged the services and advice of Lee a number of times with regards to HR and always found his support very pragmatic, professional and commercial. I was always impressed how he maintained awareness of the end goal and drew up a plan to ensure this was always achieved with cost management in mind. A world of HR knowledge and advice always there. I would highly recommend Lee and will continue to engage his support in the future.

    Martin Russell, Managing Director

  • Lee is our first port of call for employment law advice. He takes a commercially orientated approach, tailored to each situation, and is mindful of the nature and size of our business. His support has guided the organisation through challenges with clarity, given confidence to our team and enabled us to make decisions based on sound professional advice. His charges are fair and his service is valued.

    Alison Flannery - MD - www.swift-research.co.uk

  • Lee and his team at Bridge HR did a superb job. When dealing with an alien environment it's important to have the best advice, a balanced view between the emotion and the legal perspective. Good guidance and clear pricing was central throughout the process delivering a good result.

    Craig Kavanagh, Director

  • I have worked with Lee for over 3 years now on employment and HR issues. Lee gave me invaluable advice on the sale of my business and subsequent employment contract. He is commercially focussed, personable and I trust his advice 100%. His in depth knowledge and judgment has been first class and I would not hesitate in recommending his legal services to any of my professional connections.

    Chris Worthington - Managing Director, SME owner, Recruitment Company

  • I have used Bridge employment and in particular Lee Stephens to assist with a number of employment related issues. I have found them to be very professional and supportive in dealing with sometimes very complex issues. Helping both the company and the employees come to an amicable resolution. I would recommend their services to anyone and everyone as we have always received first class advise on all potential possibilities allowing us to make clear informed decision. Thank you

    www.whirlowdale.com - www.whirlowdale.com