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Employment2015

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Contents

Introduction 01

Our Employment practice 02

Our approach to providing legal services 04

Publications and seminars 05

Key individuals 06

01

Introduction

SLAUGHTER AND MAYSlaughter and May is an English law firm with an international corporate, commercial and financial practice. We have offices in London together with offices in Brussels, Hong Kong and Beijing.

Our clients include industrial and commercial companies from all business sectors, utilities, banks and other financial institutions, building societies, insurance companies and professional firms, as well as governments, public bodies and other organisations.

We have very close working relationships with leading independent law firms in all the major jurisdictions and provide our clients with cohesive multi‑jurisdictional advice.

THE EMPLOYMENT GROUPThe Employment group is part of our wider Pensions and Employment department, which advises on pension benefits, employment law, employee share schemes and other employee benefit related matters. The department comprises 5 partners and over 20 qualified lawyers, plus dedicated know‑how lawyers and trainee solicitors. Our lawyers are multi‑disciplinary and many of them advise on pensions and/or share schemes as well as employment issues.

For more details about the work of the wider Pensions and Employment department, see our separate brochure (available from your usual Slaughter and May contact).

“Total class.”

THE LEGAL 500, 2014

02

Our Employment practice

Employment is a constantly changing and increasingly regulated area. We provide our clients with practical and commercial responses to the raft of new legislation, case law and regulatory changes, and the many difficult and sensitive employment issues which may arise.

We advise on a wide range of contentious and non‑contentious employment matters, including:

• drafting and negotiating employment documentation, especially for key senior personnel

• the latest corporate governance and executive remuneration requirements

• employment aspects of all commercial transactions including acquisitions, disposals and service provision changes, flotations, takeovers and insolvent restructurings

• redundancies and restructurings

• employment disputes and dismissals, particularly those involving senior executives or complex issues involving discrimination and whistle‑blowing.

The majority of employment disputes we deal with are settled prior to a hearing, and the team has considerable experience in negotiating settlements and resolutions. If litigation cannot be avoided, we prepare cases for the employment tribunal and in conjunction with our colleagues in the Dispute Resolution team also act on employment matters in the High Court and the Court of Appeal.

Due to its nature the majority of our work remains highly confidential, but some examples of our work is included in the details of key individuals below.

“They are accessible and always get back to me in a reasonable period of time. Also very pragmatic and make sure we act practically and appropriately.”

CHAMBERS UK, 2015

03

INTERNATIONALWe are frequently involved in cross‑jurisdictional employment matters. We therefore have an excellent network of “Best Friend” firms with whom we coordinate to provide seamless employment law advice in multiple jurisdictions. We exchange knowhow and share our experiences of current trends in the international labour market with them, for the benefit of our multi‑jurisdictional client base.

PRO BONOThe Employment group works with a number of pro bono clients, including Save the Children, National Literacy Trust, and Juvenile Diabetes Research Foundation. Our lawyers also support clients of the Islington Law Service with employment‑related queries.

EXPERT OPINIONS ON NEW DEVELOPMENTSWe have an active interest in shaping the development of new employment law, for the benefit of our clients. Our employment lawyers are active members of the Employment Lawyers’ Association (ELA), and we were part of the working party which formulated ELA’s response to the various consultations and discussion papers published by the Department for Business, Skills and Innovation (BIS) on reforming executive remuneration. We also worked with the Institute of Chartered Secretaries and Administrators (ICSA) on a new model form appointment letter for non‑executive directors, to take account of market practice.

“They work their global network seamlessly to produce coherent advice.”

CHAMBERS UK, 2015

04

COMMITMENT TO EXCELLENCEWe have a commitment to excellence in the legal services that we supply. This starts with the recruitment of the highest quality trainees and extensive training for them. It continues with a strong commitment to on‑going training for our lawyers, to pooling and organising our know‑how and to producing and improving precedents and other model documents.

For clients, this approach means a commitment to:

• technical accuracy

• practical advice provided on a timely basis

• innovative solutions

leading to a service which both adds value and provides value for money.

MANAGEMENT OF COMPLEX LEGAL PROJECTSWe have considerable experience in the Employment group in managing a wide range of complex legal projects. The nature of Slaughter and May’s work means that the group is frequently involved in complex transactions and corporate developments that demand flexible solutions to issues affecting employees.

The “stand alone” work we do, because of the firm’s client base, tends to involve challenging projects with complex management implications; for example whistle‑blowing and discrimination claims, and high profile hirings and firings.

CHARGESWe believe it is not solely the amount of time spent but what is accomplished during that time which has value. We see the client paying for us solving the “crossword puzzle” – not just staring at it.

We are happy to provide estimates for particular jobs and to discuss different fee structures for different types of work.

Our approach to providing legal services

“‘They’re superb: very pragmatic. The advice is considered against a technical background and delivered in a commercial fashion’.”

CHAMBERS UK, 2014

05

Publications and seminars

We are committed to building long term relationships with our clients. That means we are prepared to invest time in getting to know our clients, both through acting on transactions and helping them to navigate their way through the changing employment landscape through regular publications and a variety of seminars.

CLIENT PUBLICATIONSOur Employment / Employee Benefits Bulletin is produced every two or three weeks. It keeps clients up to date with new law, the latest cases and changes in market practice in the employment and employee benefits field.

We also produce publications which summarise an aspect of employment law as it applies in a number of European jurisdictions, such as the legal framework governing restructuring, and information and consultation on corporate transactions.

We periodically produce briefings with our European best friend firms, and have recently produced joint briefings with Hengeler Mueller in Germany and Bredin Prat in France.

All of these are available free of charge to clients.

CLIENT SEMINARSWe run a variety of client seminars at our London office. Recent seminars in the employment field have included: “Remuneration reporting: New Years’ resolutions” and “The employment contract MOT”.

We are happy to offer tailored sessions to clients, and deliver them at our clients’ premises. Recent examples include bespoke client training on TUPE in M&A transactions, and cross‑border employment trends. We also offer client teleconferences on topics such as shared parental leave and collective redundancies.

“‘They were exceptional and very professional. They came in and made things happen in the most painless way’.”

CHAMBERS UK, 2014

06

Key individuals

If you feel that we can be of any assistance to you, or you would like to discuss any of the matters mentioned in this brochure, please make contact with one of the key individuals profiled below:

JONATHAN FENN

LONDONT 020 7090 5025 F 020 7090 5000 E jonathan.fenn@slaughterandmay.com

Jonathan is the Head of our Pensions and Employment practice. He advises on both employee benefits and employment matters.

Jonathan has particular experience of advising in relation to the appointment and termination of employment of directors and senior management.

He also has wide experience of the employee benefit and employment aspects of corporate transactions, in particular public takeovers and IPOs including privatisations.

His work in relation to employee benefits includes advising listed and unlisted companies on share options, employee benefit trusts and other bonus and employee incentive arrangements.

Examples of Jonathan’s recent employment work include advising:

• Shire plc on its proposed merger with AbbVie Inc, including advice on whether the transaction would trigger rights attaching to change of control provisions in both the UK and the US, and putting in place special retention arrangements for management;

• various FTSE 100 companies on the termination of employment of executive directors, and on the terms of appointment of their successors;

• a number of clients including Countrywide plc, Schroders and Shire plc on compliance with the new executive remuneration regime; and

• a number of our private equity‑backed clients on arrangements for their senior management to take advantage of “employee‑shareholder” status, as introduced by the Government in September 2013.

Jonathan is listed as a leading individual in the Employee Share Schemes & Incentives section of Chambers UK, 2015 and in the Employee Share Schemes section of The Legal 500, 2014. He is also a member of the Employment Lawyers Association and of the Executive Committee of the Share Plan Lawyers group.

07

ROLAND DOUGHTY

LONDONT 020 7090 5422 F 020 7090 5000 E roland.doughty@slaughterandmay.com

Roland’s practice embraces all aspects of UK and EU employment law including advising on matters relating to senior executives, the application of TUPE in acquisitions and outsourcings, claims relating to discrimination, redundancies and public interest disclosures and collective consultation issues.

He also advises companies on share option and pensions matters, especially in the context of takeovers and transactions.

Examples of Roland’s recent employment work include advising:

• Cambridge Silicon Radio (CSR) plc on the recommended cash offer by Qualcomm Global Trading Ltd, including advice on retention issues and the use of discretions under incentive schemes;

• a number of clients including Huntsworth plc, Marks and Spencer plc and Prudential plc on their day‑to‑day employment issues, and on compliance with the new executive remuneration regime;

• a FTSE 250 company on a multi‑million pound claim arising from an alleged constructive dismissal, which was successfully resolved following mediation; and

• an international charitable organisation on its defence of a claim brought by a former employee, involving allegations of sex and race discrimination and unfair dismissal, which was successfully resolved during the hearing.

Roland is listed as a leading individual in both the Employment and the Employee Share Schemes & Incentives sections of Chambers UK, 2015. He is a member of the Employment Lawyers Association and the Share Plan Lawyers group.

08

CHARLES CAMERON

LONDONT 020 7090 5086 F 020 7090 5000 E charles.cameron@slaughterandmay.com

Charles has a broad advisory and transactional practice. His advisory practice covers employment claims, redundancy exercises and collective industrial action. He also has extensive experience of pension benefit change exercises.

His transactional experience includes acting on many UK and multi‑national public and private mergers and acquisitions, advising on both the employment and pensions aspects.

Examples of Charles’ recent employment work include advising:

• a number of clients on the employment aspects of corporate transactions, in particular as regards the extent of any consultation obligations which would be triggered by the transaction;

• INEOS in relation to the industrial relations dispute at Grangemouth oil refinery, which centred on proposed changes to the pension scheme; and

• a number of clients including Diageo, Hibu Group and INEOS on their day‑to‑day employment issues.

09

SANDEEP MAUDGIL

LONDONT 020 7090 5408 F 020 7090 5000 E sandeep.maudgil@slaughterandmay.com

Sandeep advises on a wide range of pensions and employment‑related matters, both insofar as they affect mergers and acquisitions, and in the day‑to‑day ongoing context. His employment advisory practice covers employment claims, executive level appointments and terminations, and collective consultation issues. He also has extensive experience of pension benefit change exercises.

Examples of Sandeep’s recent employment work include advising:

• Royal Mail on the employment aspects of its IPO and modernisation programme;

• GlaxoSmithKline (GSK) plc on the employment aspects of its major three‑part interconditional transaction with Novartis, involving the transfer of many thousands of employees in just under 100 jurisdictions; and

• Olympus Corporation on the whistleblowing, unfair dismissal and race discrimination / harassment claim brought by its former CEO Michael Woodford.

10

LIZZIE TWIGGER

LONDONT 020 7090 5174 F 020 7090 5000 E lizzie.twigger@slaughterandmay.com

Lizzie is one of our most senior associates. She has a wide experience in all aspects of UK and EU employment law, in particular the recruitment and termination of employees, equal treatment and discrimination law, unfair dismissal and redundancy and all aspects of employment contracts. In addition, Lizzie’s practice covers employment litigation and contentious disputes, and she has particular expertise in advising clients facing sensitive claims for harassment, discrimination and whistleblowing.

Examples of Lizzie’s recent employment work include advising:

• NewDay Cards Limited on the employment aspects of its purchase of Santander UK’s store card business issued for retailers including Topshop, House of Fraser and Debenhams, which included complex issues surrounding the transfer of trade union recognition under TUPE and the scope for changes to collectively‑bargained terms and conditions;

• Renesas Electronics Corporation on a large scale cross‑border redundancy process in connection with the sale or closure of a number of its subsidiaries;

• the Remuneration Committee of a FTSE 100 listed company on the departure of its finance director, including whether the Committee should exercise its discretion in relation to the director’s share incentives, valued at several million pounds; and

• a number of clients including Colt, FirstGroup, Linde AG and Standard Chartered plc on their day‑to‑day employment issues.

Lizzie is the only “Star Associate” recognised by Chambers UK, 2015.

London

One Bunhill Row

London EC1Y 8YY

United Kingdom

T +44 (0)20 7600 1200

F +44 (0)20 7090 5000

Hong Kong

47th Floor, Jardine House

One Connaught Place

Central

Hong Kong

T +852 2521 0551

F +852 2845 2125

Brussels

Square de Meeûs 40

1000 Brussels

Belgium

T +32 (0)2 737 94 00

F +32 (0)2 737 94 01

Beijing

2903/2905 China World Office 2

No.1 Jianguomenwai Avenue

Beijing 100004

People’s Republic of China

T +86 10 5965 0600

F +86 10 5965 0650

© Slaughter and May 2015 DTP0005230_v02

www.slaughterandmay.com