Background of the Case
In Inspired Education Online Ltd v Crombie, the High Court was asked to resolve a dispute arising from the sale of My Online Schooling Ltd (MOS) to Inspired Education Online Ltd (“Inspired”). The seller (also the sole director and CEO of the target) was accused of breaching warranties and fraudulently misrepresenting facts during the sale. However, a key issue that emerged – and one with broader implications for M&A practitioners – was the completion accounts process and a counterclaim by the seller regarding how it was handled.
The Completion Accounts Dispute
The Share Purchase Agreement (SPA) included a typical form completion accounts mechanism, which allowed the final purchase price to be adjusted post-completion based on the actual financial position of MOS. The SPA required the seller to “notify the Buyer in writing” if he disagreed with the draft completion accounts. If no such notification was received, the accounts would be “deemed agreed.”
Mr. Crombie did dispute the accounts—but he sent his objections via email to the individual who had sent him the draft accounts, rather than to the formal contact specified in the SPA’s notice clause.
Inspired argued that this informal email did not meet the contractual requirements and that the seller had therefore failed to dispute the accounts in time. As a result, they claimed the draft accounts were binding.
The Court’s Decision
The High Court disagreed with Inspired. It held that:
- The SPA’s requirement to “notify in writing” did not equate to serving a formal “notice” under the notice clause.
- The use of the term “notify” suggested a less formal communication was acceptable.
- The seller’s email, although not sent in strict compliance with the notice clause, was sufficient to constitute a valid notification under the completion accounts schedule.
This interpretation led the court to uphold the seller’s counterclaim and reject Inspired’s assertion that the accounts were deemed agreed.
Key Learning Points for the Completion Accounts Process
This case offers several important takeaways for legal and commercial teams involved in M&A transactions:
1. Contractual notice provisions
It’s important for the parties to know and understand how notices under the completion accounts schedule need to be served in order to avoid accepting the completion accounts by default.
Although in this case the contract was interpreted to allow for an informal email as the court interpreted the contract language to allows for flexibility, this often isn’t the case. Many completion accounts schedules are much more prescriptive around how notices should be served and this is in order to ensure clarity as to how an objection to draft completion accounts must be communicated.
Parties often communicate informally during post-completion processes and this case shows that such informal exchanges can carry legal weight—if the contract permits. Buyers and sellers should therefore be aware that a counterparty raising objections to a set of completion accounts in this way could be sufficient to be formal objections, even if they don’t follow the strict procedure set down in the SPA.
2. Review Notice Clauses Carefully
Ensure that notice clause in the SPA is aligned with other parts of the agreement, especially those involving time-sensitive or consequential steps like completion accounts or notices of third party claims that might give rise to a claim under the warranties.
The delivery of Special Educational Needs and Disabilities (SEND) services is a collective effort involving education, health, and social care providers. Ofsted and the CQC jointly inspect SEND Local Area Partnerships to evaluate how effectively they meet the needs of children and young people with SEND. These inspections have a significant ripple effect on special schools, influencing their operations, strategic focus, and accountability measures.
Local Area Partnerships
A local area partnership comprises professionals in education, health, and social care who are responsible for the strategic planning, commissioning, management, delivery, and evaluation of services for children and young people with SEND within a specific locality. This local area corresponds to the geographical boundaries of a local authority. When evaluating the local area partnership, inspectors primarily focus on how effectively the local authority and the integrated care board (ICB) collaborate to plan, assess, and develop services for children and young people with SEND.
CQC and Ofsted review of the first two years of Area SEND Inspections
Between 2023 and 2025, Ofsted and the CQC jointly inspected 54 local area SEND partnerships under the revised Area SEND Inspection Framework.
Inspectors assess the extent to which the local area partners —including schools— are complying with relevant legal duties relating to arrangements for children and young people with SEND, as outlined in the Children and Families Act 2014 as well as relevant duties outlined in the Equality Act 2010 and the Human Rights Act 1998.
Area SEND inspections use a different grading system to the system used for schools or local authority children’s services. Instead, there are three possible grades for local area partnerships:
- Positive
- Inconsistent
- Significant concerns
A recent review of the first two years of inspections has revealed that
- Positive Outcomes: Only 26% of local areas demonstrated effective, high-quality joint working practices that led to good outcomes for children and young people.
- Inconsistent Performance: Nearly half (48%) showed variability in the quality of provision, typically due to weak partnership working or fragmented accountability.
- Widespread/Systemic Failures: Alarmingly, 26% had systemic weaknesses, resulting in children’s needs going unmet or significant delays in services.
Lessons for Special Schools:
Special schools often act as frontline providers and integrators of SEND support. These findings underscore the importance of their voice in local decision-making, early identification, and collaboration with health and social care providers. Where inspections highlighted failings, special schools were often indirectly affected by poor EHC (Education, Health and Care) planning or inconsistent health support.
Enhancements in SEND Inspection Protocols
Ofsted and the CQC, responding to stakeholder concerns, have implemented critical reforms aimed at enhancing transparency, effectiveness, and inclusion during inspections. Key improvements include:
- Family Engagement: More time is allocated for direct family engagement to ensure inspectors capture lived experiences of children and their families.
- Streamlined Data Collection: Simplified processes for schools and local authorities to submit relevant information, reducing administrative burden.
- Accessible Reporting: Reports now use clearer language and are published in formats accessible to families, educators, and non-specialist stakeholders.
- Training and Quality Assurance: Inspectors undergo new training modules focusing on neurodiversity, inclusive communication, and trauma-informed practices.
- Specialist Inspection Pool: Ofsted and CQC are exploring the formation of a national SEND inspector pool, ensuring consistency and specialist knowledge in evaluation.
The two organisations added that in the longer term, they will also consider options for further developing the area SEND framework, including exploring the introduction of an inspection report card after the first cycle of inspections of all 153 local area partnerships ends in December 2027.
Connecting Local Area Partnerships and Special Schools
Local area partnerships include the local authority, integrated care boards (ICBs), education providers, and social care services. Special schools are increasingly recognised as essential nodes in these networks, playing roles such as:
- Curriculum Tailoring and Delivery: Special schools are critical in implementing the strategies outlined in EHC plans. Their insights are vital in shaping realistic, impactful plans.
- Placement Strategy: As inspection findings influence parental choice and placement decisions, special schools must remain agile, responsive, and collaborative with local authorities.
- Co-Production: Many special schools are deeply involved in the co-production of services—helping design everything from transport policy to therapy access pathways.
- Transition Planning: Special schools often support young people beyond the classroom, contributing to preparation for adulthood, employment pathways, and post-16 options.
A high-functioning partnership between local authorities and special schools ensures early identification, reduced delays in EHC assessments, and better overall life outcomes for pupils.
Implications for Schools in Practice
With nearly three-quarters of local area partnerships requiring improvement or facing systemic challenges, special schools are increasingly subject to heightened inspection scrutiny. Ofsted and the CQC are placing stronger emphasis on measurable outcomes and genuine co-production, meaning special schools must ensure their practices are both legally compliant and inspection-ready.
Family involvement is no longer just a formality; schools must clearly demonstrate their role, impact, and how they align with Education, Health, and Care (EHC) outcomes. This requires moving beyond simple consultation to providing tangible evidence of meaningful joint working with families.
Local areas should prioritise authentic multi-agency collaboration rather than merely fulfilling compliance requirements. Rapid identification and referral processes for SEND support are critical to meet children’s needs promptly.
Transparency through honest self-evaluation—acknowledging both strengths and weaknesses—and developing action plans based on these reflections are key to building credibility and trust.
Currently, inspectors do not routinely verify whether local areas implement post-inspection action plans, so accountability largely depends on the commitment and openness of local partnerships.
Ultimately, strong inspection outcomes rely on demonstrated collaborative leadership, meaningful family engagement, timely and effective support, and a culture of ongoing self-assessment and transparency.
The legal landscape is becoming more complex, with overlapping responsibilities across health, social care, and education sectors. Specialist legal guidance is essential to help schools navigate these challenges effectively.
The Health & Social Care team at RWK Goodman is a recognised market leader, with in-depth knowledge and experience in the social care sector. Based across London, Thames Valley and the South West, our team of lawyers are fully immersed in social care, which enables us to cut to the heart of urgent matters quickly, and help you plan for what may lie ahead.
Our aim is to get to know your business and become the strategic advisors you trust to provide insightful, pragmatic solutions. Our clients include nursing and residential homes, hospices, homecare agencies, supported living, specialist colleges and children’s services and our advice covers many areas.
Learn more about our expertise in this area:
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Following on from our article looking at the requirements and repercussions of the National Security and Investment Act 2021 (AKA the NSIA, and described below simply as the “Act”) (see ‘What is the National Security and Investment Act 2021?’), we wanted to give an example of a case in which an acquiror was actually required to divest of their interest in an acquired company.
“Divest” in this context meant the acquirors were ordered to sell all of their interest in the relevant company within a specified period and following a specified process. They did so, reportedly at a price which was lower than the investment they had made in the business, thereby making a loss (even when not accounting for costs they will have incurred in challenging the Government’s decision).
The case in question is L1T FM Holdings UK Limited and another -v- Chancellor of the Duchy Lancaster in the Cabinet Office [2024] EWHC 2963 (Admin).
Why is this case particularly interesting?
Alongside serving as an example of one of the most challenging and hard-hitting outcomes arising under the Act, this particular case and the circumstances surrounding it are interesting for a few reasons:
A) The acquisition was called in under the Act as the ultimate beneficial owners of the acquiror (and therefore the new beneficial owners of the target company) were Russian nationals with alleged ties to the Russian President and Government. However, the acquisition completed over a year before Russia’s invasion of Ukraine (the transaction completed in January 2021, whereas Russia’s offensive began in February 2022), and sanctions were not imposed by the UK on the relevant individuals until March 2022 – this suggests that the Act can be used to intervene in a transaction even if there is no obvious or material national security risk at the time of the transaction itself;
B) Before the acquisition took place (and before the Act came into force), representatives of the acquiror consulted with Government to establish whether it was likely to intervene in the transaction, either under then-existing legislation or when the Act was put in force, and they were reassured by a member of the Senior Civil Service that they “could not imagine” any such intervention – indicating that informal reassurances, even from senior Government figures, do not offer protection from the Act, with the only true protection being to make a formal application and receive clearance;
C) At the time of the acquisition, the company in question was non-operating (it was several months after the transaction until it began to truly conduct business and take on customers) – this demonstrates that the Act can apply even where the operations of the business evolve over time;
D) The outcome of the case suggests that the scope for judicial review of decisions made under the Act by the relevant Secretary of State is limited – meaning Government may have wide discretion in the measures it decides parties should take;
E) The acquisition in question occurred before the Act came into force (in January 2022) – it is therefore also an example of the Act having retrospective effect.
What happened?
The claim for judicial review was made in response to a decision of the Secretary of State to require the acquiror to divest their entire shareholding in Upp Corporation Ltd, citing a national security risk under the Act.
In coming to its decision, the Court highlighted that the Act envisaged the executive (the Government) would be lead on assessing the risk to national security of acquisitions, and not the Court itself. Essentially, the Secretary of State was within his powers to take measures he reasonably considered would prevent, remedy, or mitigate the risk to national security.
What was the background?
In 2021, L1T FM Holdings UK Limited acquired the entire issued share capital of Upp Corporation Ltd, a startup intending to supply fibre broadband in certain regions of the UK (the “Acquisition”). By January 2022, the network extended to eight towns in the East of England.
The ultimate beneficial owners of L1T FM Holdings UK Limited were Russian nationals, who were later added to the sanctions list in 2022 following the invasion by Russian troops in Ukraine.
The Secretary of State became concerned about national security risks to the country’s telecommunications infrastructure arising from the Acquisition and believed the ultimate beneficial owners could be vulnerable to leverage by the Russian state.
Notably, the ultimate beneficial owners were not on the sanctions list at the time of the Acquisition, but this did not prevent the Secretary of State’s ability to call in the Acquisition. The trading nature of Upp Corporation Ltd had also changed since the time of the Acquisition, moving from a non-operating fibre broadband start-up to a company with an established network.
Application of the Act
The acquisition was “called-in” for review in May 2022 by the Secretary of State using retrospective powers under the Act. Retrospective powers are available to the Secretary of State for acquisitions completed from 12 November 2020.
During the review, the Secretary of State considered and was presented with various packages of potential measures which could be taken to minimise or eliminate national security risk, many of which were considered to be less “intrusive” than divestment – these included Governmental oversight of the board, cutting lines of communication and access to information between the business and the ultimate beneficial owners (which the acquirors had already taken steps to do), committing to keep critical infrastructure in the UK, and various other matters.
However, when making the final order, the Secretary of State was of the view that divestment was the most appropriate solution.
What were the results of the Judicial review
The claim for judicial review centred around the alternative proposals which were put before the Secretary of State. It was argued by the acquiror that (amongst other points) the final order of divestment was disproportionate in light of available less-intrusive alternatives and that certain elements of the process were procedurally unfair.
All grounds of the claim were dismissed. The Judge found that the Secretary of State has wide discretion when assessing risk to national security, stating “The Secretary of State is entitled to consider the influence of malign actors exerting influence on the UBOs in any manner of ways”.
Our comments:
With consequences possibly amounting to a divestment, this case is a stark reminder to would-be acquirers (and investors) about the importance of ensuring they are aware of the requirements and potential repercussions of the Act, and of ensuring that careful consideration is given to potential national security concerns with as much foresight as possible.
However, parties to transactions may find comfort in knowing that if the Government clears an acquisition following notification, it cannot investigate it again, unless the parties have submitted false or misleading information. Formal notification and clearance is therefore an important point to consider (and may in many cases be mandatory, see ‘What is the National Security and Investment Act 2021?’).
Research and assistance for this page was provided by Charles Oliver, Paralegal in our Corporate team based in our Bristol office.
Our team have worked on many transactions involving notifications under the Act and successfully obtained clearances.
If you think your transaction may require notification under the Act and/or this article has raised any questions, please contact Scott Preece, Partner and investment specialist, or another member of our Corporate team.
Learn more about our expertise in this area:
What is the campaign seeking?
“Families Failed by the OUH Maternity Services” has brought together over 500 families for both support and strength, but is also calling for an independent inquiry into the maternity provisions in Oxfordshire.
The overall goal of the campaign is to ultimately bring about more accountability for failings and to bring about positive systemic change. Their hope is this will ensure future families are treated with respect and dignity.
Who has been impacted?
It is sad to see such as large number of people join a group such as this as clearly shows something is not working with the services being provided.
There are families who have suffered the loss of their baby, families of children with profound disabilities and parents who have suffered significant psychological harm as a result of their experiences. A single theme of lives being devastated is clear.
I wholeheartedly support the campaign. It is important that patients harmed in such a way are given a ‘voice’ and are listened to, so that such practices are scrutinised to ensure patient safety is prioritised.
How is the campaign progressing, and what’s next?
The “Families Failed by the OUH Maternity Services” campaign has received attention from national media and appears to be gathering momentum.
However, if you are currently undergoing care at the OUH or have in the past, to ensure that the campaign achieves its aims it is worth:
- joining the campaign;
- writing to your MP and Wes Streeting – the campaign have a template available here;
- submitting your story to the campaign and be part of their media coverage. This helps collate as many experiences as possible to look for trends and themes which can then be addressed;
- seeking support – do not suffer in silence.
Our expertise in birth trauma and injuries.
Our medical negligence experts at RWK Goodman have extensive experience working with mums who’ve been negligently injured in the course of traumatic births, as well as families who have been impacted by injuries affecting their newborn children too.
If you have been injured through substandard maternity care at the OUH and would like to find out more about how we can help you claim compensation, please contact our enquiries team.
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Digital assets like crypto currency have moved from the periphery into the financial mainstream, with 7 million adults in the UK (representing 12% of the population) now holding some form of crypto assets. Furthermore tangible assets are more regularly purchased from wealth generated from crypto assets or even, actually purchased with crypto currency.
So being able to identify crypto assets and their use and to know what to do when you do, is becoming more and more important for Insolvency Practitioners and those working alongside them, and the Insolvency Service has appointed its own dedicated crypto specialist to help recover online assets such as Bitcoin[1]. This is unsurprising given the increase of 420% of insolvencies where crypto has been identified as an asset in the last five years and, over £500,000 worth of crypto assets identified in the last year alone.[2]
What is the legal definition of digital assets?
A digital asset is anything that exists in a digital format, it is identifiable, has value, can be owned, can be transferred, traded or exchanged. This very broad definition captures many things but for the purposes of this piece, we are talking about cryptocurrencies. These don’t exist in the form of notes or coins and aren’t controlled by any one organisation, such as a bank or government and are not currently regulated in the UK. Bitcoin is the best-known cryptocurrency, and the first decentralised currency created 16½ years ago. Other variations since include Ethereum, Tether and XRP.
The Government has, in its Policy paper: Economic Crime and Corporate Transparency Act: Cryptoassets, helpfully set out a list of key terms and definitions Economic Crime and Corporate Transparency Act: cryptoassets – key terms and definitions – GOV.UK
What is the legal position with digital assets?
As a digital asset is virtual it does not neatly fit into being either:
(a) a chose (thing) in possession, or
(b) a chose (thing) in action”
the two types of ‘things’ that are currently classed as ‘property’ in UK statutory law.
Therefore, as the world of digital assets has developed and continues to do so at breakneck speed, the law had to adapt and develop and, will need to continue to do so.
On 12 September 2024, in a response to the Law Commission’s 2023 report on digital assets, the Property (Digital Assets etc) Bill was officially published. This is currently at the Commission Stage in the House of Commons. Once passed, certain digital assets will be classed as property under statutory law.
Until then, one has to look at the common law position on what amounts to property including the well-known test for rights capable of being admitted to the category of property in National and Provincial Bank v Ainsworth [1965] 1 AC 65, i.e. a right that is: (1) definable, (2) identifiable by third parties, (3) capable in its nature of assumption by third parties, and (4) has some degree of permanence or stability.
This test was applied by the Judge in the recent case of D’Aloia v Persons Unknown [2024] EWHC 2342 (Ch)[4] where the High Court found, for the first time at a trial that, crypto assets (in this case Tether) constituted property. Here, the Judge found that with crypto assets being “not merely the data but the combination of the data and the transactional functionalities related to it” gives the expectation needed that crypto asset transactions will be honoured in sufficient form to attract property rights. The whole judgment makes for a good read and, whilst the claim failed on its facts and therefore the court’s comments were strictly obiter, this case demonstrates role of the Courts in clarifying the laws of this country when asked to do so.
Why does it matter whether cryptocurrencies are property?
In the case of Insolvent estates, obtaining proprietary relief provides an office-holder with a much stronger position as it needs to know against whom action could be taken in order to realise the value of the virtual currency and/or tracing the use of virtual currency belonging to the estate against specific assets. Further, cryptocurrency might appreciate significantly in value during the time the estate is out of possession, so if cryptocurrency now belonging to the estate has been removed/taken improperly, rather than having to seek damages and engage in arguments over the quantum of loss, the office holder may want the specific crypto returned.
So, how do you identify it?
In the same way that other assets are identified by investigating the records, questioning the directors, bankrupt or other related/relevant parties and obtaining disclosure of relevant information. That includes utilising the provisions of the Insolvency Act to do so and, where necessary, obtaining an Order of the Court.
It should now be standard practice to include questions for directors or bankrupt individuals as to whether they own or have owned any digital assets and to request the relevant information to enable the IP to promptly access and secure those assets. As with other assets, some directors and bankrupts may seek to avoid disclosing the existence of digital assets particularly if they believe the Practitioner is not knowledgeable and some digging may be required. That could include:
- Searching hard and electronic copy files for any 2 or 24 alphanumeric codes and/or phrases stored which could well be the private key to access a wallet and ‘seed phrase’ being a security measure enabling access in the event that the key was lost.
- Searching bank statements for financial transactions linked to digital asset exchange.
- Searching computers, phones and storage devices which may show a history of search references to digital assets, apps on mobile phones from which further investigations can be conducted, or details of assets stored in storage devices.
- Sending letters to cryptocurrency exchanges to request confirmation as to whether the company or individual owns any wallets on the exchange and if so, for key details and to temporarily freeze any wallets identified. There are hundreds of them so you may wish to start with the main ones.
What do you do if you locate crypto?
The most important thing is to act quickly.
If you have managed to identify the keys or seed phrase, you should be able to access the wallets and take steps to protect them from access by others or any disposal while assessing their value and the best way to achieve the best value for the creditors. You may wish to employ an expert to be your custodian/to assist with this as transferring the assets or placing them into a cold wallet have real risks and require costly additional insurance.
If you have identified assets and the exchange but haven’t been able to identify or obtain the keys or seed phrase, you will likely want to apply for a Third Party Order for disclosure against the exchange. If there is risk of dissipation this can be coupled with a freezing order. If you have not been able to identify the exchange, you can obtain these against persons unknown and worldwide.
If the digital assets have been disposed of, this may amount to a void, undervalue or transaction defrauding creditors and action will need to be taken quickly to have the best possible prospects of recovery. You will need to gather the evidence showing the transaction which may require the assistance of tracing experts and, your team (legal, tracing and valuing) will need to work together to form a strategy to take relevant urgent action to seek to recover those assets and pursue those losses to the estate.
Costs
The costs associated with identifying, securing and disposing of digital assets can be significant and this will need to be something that is considered at the outset when preparing an estimate of costs for the creditors. If digital assets are identified, you will also need to consider the cost v benefit of any action. Litigation funders are available but prospects of success and recovery prospects will need careful consideration.
As stated at the outset and as the figures provided by the Insolvency Service yesterday support, if you have not yet had to deal with digital assets in an insolvency, the prospects of you doing so in due course is high. Accordingly, IPs should be reviewing their procedures, insurance coverage and whether they should have a professional digital asset custodian in place now. If digital assets are missed, the IP could be exposed to claims by creditors.
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Relevant services
In our experience representing sellers within the children’s services market, we have observed a growing interest in sales to Employee Ownership Trusts (“EOTs”).
What is an EOT?
An EOT is a specific type of Employee Benefit Trust that benefits from various tax reliefs. In short, EOTs allow a company’s employees to indirectly own a controlling stake in the company through a trust, which holds the company’s assets on trust for the benefit of its employees.
A seller of shares to an EOT is potentially eligible for relief from capital gains tax, which can make for an efficient exit from the children’s services market.
In addition, a company controlled by an EOT is able to pay an annual tax free bonus of up to £3,600 per employee.
In a market such as children’s services (including children’s homes, supported accommodation providers and fostering agencies) which is heavily reliant on attracting and retaining committed staff, EOTs are proving to be an increasingly popular option for operators that are looking to (1) incentivise their existing and future workforce and (2) exit (or partially exit) the market whilst aiming to create a long term sustainable operational model.
There are certain qualifying conditions that must be met, including:
- The company must be a trading company or part of a trading group
- The EOT must make assets available for the benefit of eligible employees on equal terms (albeit, a differentiation between employees on objective matters such as length of service and hours worked can be made)
- The EOT must hold a controlling interest in the company after the company is sold to it
Potential reform
The number of sales to EOT has increased significantly since their introduction over a decade ago. Whilst popularity for these trusts have risen, we’ve seen repeated Government concern that EOTs are not being used in the way they are intended – to encourage employee engagement.
Whilst the current Government has to-date avoided any changes to the EOT regime, future changes and/or restrictions remain a possibility. It is therefore crucial to take legal and tax advise from specialists if you are considering a sale to an EOT as part of your exit.
How we can support you
Our specialist Health and Social Care Team regularly advises providers of all categories on acquisitions and sales in the children’s services sector, including sales to EOTs. We will work with you and closely with your tax advisors to achieve a structure that works for you, to advise on and minimise any risk points and to ensure that the transaction progresses as smoothly as possible.
The Health & Social Care team at RWK Goodman is a recognised market leader, with in-depth knowledge and experience in the social care sector. Based across London, Thames Valley and the South West, our team of lawyers are fully immersed in social care, which enables us to cut to the heart of urgent matters quickly, and help you plan for what may lie ahead.
Our aim is to get to know your business and become the strategic advisors you trust to provide insightful, pragmatic solutions. Our clients include nursing and residential homes, hospices, homecare agencies, supported living, specialist colleges and children’s services and our advice covers many areas.
Learn more about our expertise in this area:
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Anahita Barbe et David Anderson, avocats chez RWK Goodman, discutent du tribunal du coroner au Royaume-Uni.
Si la cause du décès n’est pas claire ou si le décès s’est produit dans des circonstances inhabituelles, il y aura généralement une enquête du coroner au Royaume-Uni. Cette enquête a pour but de déterminer la cause du décès si possible.
Cela se produit souvent après un accident de voiture si, par exemple, il y a eu un défaut sur la route ou dans le véhicule. C’est également le cas après un accident sportif, par exemple lorsqu’une personne meurt au cours d’un match de rugby ou se noie lors d’une activité de natation ou de plongée.
Elle s’étend également à tout décès considéré comme potentiellement suspect.
Comment fonctionne le tribunal des coroners pour les décès internationaux?
Le tribunal du coroner n’existe pas en France. L’équivalent est le médecin légiste (l’équivalent d’un pathologiste au Royaume-Uni). Le médecin légiste produit un rapport après une autopsie pour déterminer la cause du décès.
En France, si l’affaire est considérée comme très suspecte, un juge d’instruction sera nommé pour décider de l’ouverture d’une procédure criminelle.
Au Royaume-Uni, le certificat de décès doit indiquer la cause du décès. Ce n’est pas le cas en France, et les certificats de décès français ne mentionnent généralement pas la cause du décès.
Au Royaume-Uni, le tribunal du coroner est un type de tribunal spécifique qui enquête sur les décès suspects. Le coroner a le devoir d’enquêter sur les circonstances qui ont conduit au décès d’une personne. Cela peut inclure des examens post-mortem et des rapports de police.
Les coroners sont des officiers de justice indépendants. L’enquête du coroner a pour but de déterminer comment la personne est décédée en rassemblant des preuves et en organisant une audience d’enquête pour les présenter. Les personnes intéressées, telles que les membres de la famille ou les représentants légaux, peuvent poser des questions. La police est souvent présente.
En général, les médecins doivent déclarer un décès au coroner s’ils estiment que la cause n’est pas naturelle.
Par exemple,
- le défunt est décédé d’une façon violente ou non naturelle, ou
- la cause du décès est inconnue.
En général, le coroner travaille seul. Toutefois, la loi peut exiger la présence d’un jury dans les cas d’accident, d’empoisonnement ou de maladie. Le coroner – ou le jury, s’il est présent – doit prendre une décision officielle à l’issue de l’enquête, sur la base des faits établis au cours de l’enquête qui a conduit à l’audience.
Le tribunal des coroners et la princesse Diana – un exemple
L’une des enquêtes les plus célèbres de Grande-Bretagne a eu lieu après la mort tragique de Diana, princesse de Galles, de Dodi Al Fayed et du chauffeur, Henri Paul, dans un accident de voiture à Paris au cours de l’été 1997. L’enquête a examiné plusieurs aspects pour déterminer la cause de leur mort, notamment le comportement des paparazzis qui tourbillonnaient autour de la voiture au moment de l’accident, l’état d’ébriété du conducteur ainsi que le port effectif ou non de la ceinture de sécurité par la princesse et M. Al Fayed. Le verdict rendu en 2008 a établi que la cause du décès résultait d’un homicide illégal dû à une conduite négligente.
La cause du décès déterminée par le coroner peut affecter le paiement de l’assurance-vie : un verdict de suicide, par exemple, entraîne généralement un refus d’indemnisation.
RWK Goodman peut représenter la famille devant le tribunal du coroner et la conseiller sur la meilleure manière de procéder. RWK Goodman peut également s’occuper de toutes les questions de succession.
Anahita Barbe est avocate au sein du département Private Client de RWK Goodman et se spécialise dans le droit international de la clientèle privée. Bilingue français-anglais, elle est titulaire d’une licence de l’université King’s College de Londres et d’un master en fiscalité de l’université Dauphine de Paris.
David Anderson est avocat chez RWK Goodman.
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Dans l’Angleterre médiévale, le roi ou la reine possédait pratiquement toutes les terres et jouait un rôle central dans l’administration des biens. Les particuliers ne possédaient pas de terres, mais les détenaient pour le compte de la famille royale. Les individus étaient tenus de fournir une assistance militaire au roi.
C’est pourquoi, en Angleterre, les gens sont appelés « sujets » et non « citoyens ». Aujourd’hui encore, les anglais ont un devoir de loyauté envers le roi.
Par conséquent, si une personne meurt sans héritier ni testament, ses biens sont transmis à la Couronne. Cette doctrine est connue sous le nom de « bona vacantia » (en latin, « biens sans propriétaire » ou « propriété sans propriétaire »).
Cette doctrine féodale s’applique également aux biens appartenant à des sociétés dissoutes, qui sont réputées avoir cessé d’exister. Leur propriété, en tant que bona vacantia, est transférée à la Couronne lors de la dissolution des sociétés constituées en vertu du Companies Act 2006, qui est la référence législative du droit des sociétés en Angleterre et au Pays de Galles.
Tout bien ou droit détenu par une société peut devenir bona vacantia, comme les terrains, les comptes bancaires, les polices d’assurance ou la propriété intellectuelle.
Ce processus peut être inversé si la société dissoute est réinscrite au registre des sociétés (c’est-à-dire « dé-dissoute »), et à condition que les biens n’aient pas été vendus à un tiers par la division Bona Vacantia de la Couronne. Tout bien de la société devenu bona vacantia reviendra automatiquement à la société.
Par conséquent, il est essentiel d’agir avant qu’il ne soit trop tard, car si la Couronne a vendu le bien à un tiers alors que la société était dissoute, la société restaurée ne pourra pas le récupérer. Au lieu de cela, la Couronne versera les fonds qu’elle a reçus de la vente du bien à la société restaurée, garantissant ainsi la protection des tiers acquéreurs de bona vacantia.
En résumé, la doctrine de la bona vacantia souligne l’importance d’une action rapide en droit des sociétés. Une chaîne d’événements négatifs peut commencer par le fait de ne pas effectuer les dépôts légaux requis auprès de la Companies House (l’équivalent britannique du registre national des entreprises français) ce qui conduit à la radiation du nom de la société du registre – et potentiellement à ce que sa propriété devienne bona vacantia !
Anahita Barbé est avocate au sein du département Private Client de RWK Goodman et se spécialise dans le droit international de la clientèle privée. Bilingue français-anglais, elle est titulaire d’une licence de l’université King’s College de Londres et d’une maîtrise de droit fiscal de l’université Dauphine de Paris.
Anahita Barbé et David Anderson, avocats chez RWK Goodman, discutent de la situation des biens sans maître en Angleterre.
So far this year, there has been a notable shift in in the issuance of Prevention of Future deaths reports (PFDs), particularly in relation to care homes and community. When compared to the same period in 2024, there is a discernible increase in both the number and scope of these reports – highlighting the systemic pressures and the desperate need for reform in adult social care services.
Role of PFD reports
PFD reports are issued by coroners in situations where the coroner feels that action could and should be taken to prevent future deaths. The reports are intended to highlight circumstances to relevant organisations and urge them to take corrective actions.
The reports are published online and are available for anyone to read.
Statistical Overview: A Year-on-Year Comparison
Recent figures confirm that the number of deaths reported to the Coroner in 2024 were the lowest since 1995 – and down 10% as compared to 2023. Despite this reduction in deaths reported to the coroner and a drop in the number of inquests opened by 1%, the number of PFD’s issued surged by 25%, with 713 being issued in 2024.
Of those 713 reports, 34 were linked to care homes and 20 to community health care and emergency services, highlighting persistent vulnerabilities in these settings.
So far in 2025 (up to 12 May 2025), 210 PFDs have been issued – down from 242 in the same period in 2024. However, those related to care homes and community care have doubled – from 11 this time last year to 22 in 2025, suggesting a heightened scrutiny of adult social care.
Key Themes Emerging from PFD Reports
An analysis of recent PFD reports reveals recurring themes that warrant attention:
1. Inadequate investigation
A number of PFD reports have identified that internal investigations in many cases were inadequate and were carried out by people who had not received sufficient training to carry out such functions.
2. Policy failure and poor governance
Outdated or unclear policies were noted in a number of cases with lack of effective pre admission assessments or care plans being specifically mentioned. A number of reports identified that serious incidents did not trigger a policy based review and that in some cases falls were not adequately monitored or reported.
3. Inadequate training
Specifically in emergency response and life training proceedings, as well as in carrying out investigations. One case highlighted the lack of awareness of anti-choking devices.
4. Poor communication and record keeping
A number of cases raised concerns with poor continuity of medical information (leading to medication errors), lack of records and lost or inconsistent records.
Implications for Adult Social Care Providers
The rising number of Prevention of Future Death (PFD) reports highlights the need for adult social care providers to take proactive steps in addressing systemic failings. These reports not only underscore areas requiring urgent improvement but also reflect the broader pressures facing the sector, including workforce shortages, funding constraints, and increasing care complexity. In response, providers should consider the following key measures:
- Improving Communication Protocols: Establishing clear, consistent communication pathways between care staff, families, and healthcare professionals to ensure coordinated and person-centred care.
- Prioritising Workforce Development and Retention: Investing in ongoing training, career development, and fostering supportive working conditions to attract and retain skilled staff—an increasingly difficult task amid high vacancy rates and burnout.
- Enhancing Discharge Planning Processes: Strengthening partnerships with hospitals and community services to ensure patient discharges are safe, well-timed, and supported—especially crucial given the challenges in managing complex needs post-discharge.
- Embedding Quality Assurance and Monitoring: Introducing or reinforcing internal audit systems to regularly evaluate care quality, identify risks, and ensure compliance with established standards.
While these actions are critical, they must be supported by broader policy and funding reforms to address the systemic challenges that continue to strain adult social care services across the UK.
RWK Goodman’s expert Health and Social Care Team provides support to health and social care provides including care homes, supported accommodation providers, domestic care agencies and children’s services.
The Health & Social Care team at RWK Goodman is a recognised market leader, with in-depth knowledge and experience in the social care sector. Based across London, Thames Valley and the South West, our team of lawyers are fully immersed in social care, which enables us to cut to the heart of urgent matters quickly, and help you plan for what may lie ahead.
Our aim is to get to know your business and become the strategic advisors you trust to provide insightful, pragmatic solutions. Our clients include nursing and residential homes, hospices, homecare agencies, supported living, specialist colleges and children’s services and our advice covers many areas.
Learn more about our expertise in this area:
Why might you want to change your deputy?
There are several valid reasons why someone may wish to change a deputy:
- breakdown of relationship between the deputy and the person they represent or the family;
- concerns over mismanagement of finances or decisions being made that are not in the person’s best interests.
- a conflict of interest has arisen;
- the current deputy is no longer able or willing to act (due to illness, capacity issues, or other personal circumstances);
- a more suitable person or professional has become available, offering better support or expertise;
- the current deputy is not fulfilling their duties (e.g. not submitting annual reports, not communicating clearly).
Can you change a deputy?
Yes, it is possible to change a deputy — but not simply because someone else would prefer to take over, or due to general dissatisfaction within the family.
Any request to remove or replace a deputy must be made to the Court of Protection, and the Court will only agree to a change if it is satisfied that doing so is in the best interests of the person who lacks capacity.
Recent case law has reinforced the principle that an application to remove or replace a deputy must be supported by clear, objective evidence. The Court has emphasised that it will not approve changes based solely on:
- family disagreements or disputes about the deputy’s decisions;
- personal preferences of family members;
- personality clashes or feelings that someone else “would do a better job.”
The Court will always prioritise the welfare, rights, and preferences of the person who lacks capacity — not the convenience or preferences of family members.
How can a deputy be changed?
An application needs to be made to the Court of Protection who will then consider whether it is in the person’s best interest to appoint a successor deputy and, if so, whether the new proposed deputy is suitable.
The Court may also ask for the person’s capacity to manage their finances to be reassessed, particularly if the interval since the last assessment is a long one. The process to change a deputy can take around six months.
In urgent cases (e.g. suspected financial abuse or neglect), an emergency application or interim order may be made to safeguard the individual while the full application is processed.
What happens in the interim period when changing a deputy?
Once an application to change a deputy has been submitted to the Court of Protection, there may be a waiting period of several months before a decision is made.
During this interim period, the existing deputy remains legally responsible for managing the affairs of the person who lacks capacity, unless the Court specifically orders otherwise.
Who can Be appointed as the new deputy?
The Court will always act in the best interests of the person lacking capacity when selecting a new deputy. Potential appointees can include:
- a professional deputy, including a Trust Corporation (see below), particularly if there are complex financial matters or family conflicts;
- a family member or close friend who is suitable and willing;
- a local authority, where no other appropriate person is available.
See our guide to deputyships for information about the role of the deputy and supervision.
Withy King Trustees Limited - Trust Corporation.
We established a trust corporation named Withy King Trustees limited (WKTL).
The mechanics of the trust corporation are such that, whilst WKTL is appointed as the professional deputy or trustee, a named director will be the custodian and has the personal relationship with the client and family.
A particular advantage of WKTL is that if a director is on holiday or unwell, another director is immediately available to execute decisions for the client, ensuring speed of response so as to prevent any unnecessary delays.
Can a deputyship end?
There are only a few circumstances where a deputyship can be ended completely:
- The person regains capacity – supported by medical evidence, the Court may revoke the deputyship Order.
- The person has died – the deputyship ends immediately, and the deputy must notify the Court and the Office of the Public Guardian.
- The person’s affairs no longer require a deputy – for example, if the person no longer owns any property or assets, the Court may agree to end the arrangement.
To end a deputyship an application must be made to the Court with supporting evidence justifying the request.
At RWK Goodman, we have extensive experience supporting families through the process of changing a deputy. Whether you’re facing a breakdown in trust, concerns over care, or simply want to explore whether a professional deputy might be more appropriate, we can guide you through each step.
See more of our legal services.
What is the Court of Protection?
The Court of Protection is a specialist court in England and Wales that makes decisions on behalf of individuals who lack the mental capacity to make decisions for themselves. These decisions can relate to their property and financial affairs and/or their health and welfare.
What is a deputy?
A deputy is a person appointed by the Court of Protection to make decisions on behalf of someone who no longer has the mental capacity to make those decisions themselves. This lack of capacity might be due to conditions such as dementia, a severe brain injury, a learning disability, or a serious illness.
A deputy acts under the authority of the court and must always act in the best interests of the person they represent.
There are two main types of deputies:
- Property and Financial Affairs Deputies: These deputies can manage bank accounts, pay bills, collect benefits or pensions.
- Health and Welfare Deputies: These are less common and are appointed in situations where ongoing decisions need to be made about the person’s medical treatment or care arrangements. The Court will only appoint a Health and Welfare deputy when there is no other way to resolve ongoing issues.
Who Can Be a deputy?
- Individuals: Usually family members or close friends.
- Professionals: Such as solicitors are often appointed when there are complex financial matters or no suitable family members.
- Local Authorities: In situations where there is no one else available to act.
In addition to individual professional deputies, such as solicitors , a Trust Corporation can also be appointed as a professional deputy. A Trust Corporation is authorised to act as a deputy, usually in cases involving the management of substantial assets or more complex estates. Trust Corporations are highly regulated and subject to strict oversight, ensuring they adhere to the standards set by the Office of the Public Guardian (OPG).
Please refer to ‘Supervision’ below.
Becoming a deputy.
Becoming a deputy is a significant responsibility. You must be over 18, demonstrate that you’re suitable for the role, and be willing to comply with the Mental Capacity Act 2005 and any directions from the Court or the Office of the Public Guardian (OPG). You will also be supervised by the OPG, and depending on the complexity of the case, you may be required to submit annual reports detailing the decisions you’ve made and how funds have been managed.
A deputy is not free to make decisions as they please. They must:
- only act within the scope of authority given by the Court;
- involve the person they are representing as much as possible;
- keep records and receipts;
- avoid conflicts of interest;
- always act in the person’s best interests, with care and consideration.
If more than one person is appointed, the Deputyship Order will state whether decisions must be made jointly or jointly and severally (individually or together), which affects how responsibilities are shared.
How is a deputy different to an LPA?
A Lasting Power of Attorney (LPA) is set up before a person loses capacity, allowing them to choose who they want to act on their behalf. A deputyship, in contrast, is only established after a person has lost capacity and can no longer make that decision themselves. In such cases, the Court of Protection decides who is best suited to be appointed.
Mental capacity.
Mental capacity is a person’s ability to make a specific decision at the time it needs to be made. It’s not an “all or nothing” concept — someone may be able to make certain decisions (like what to wear or eat), but not others (like managing their finances or agreeing to medical treatment). Under the Mental Capacity Act 2005, a person is assumed to have capacity unless it is proven otherwise.
A deputyship is only necessary when someone lacks mental capacity to make decisions in a particular area of their life, and they did not put in place a Lasting Power of Attorney beforehand.
Before a deputy can be appointed, the Court of Protection must be satisfied—through medical evidence—that the person lacks capacity to make decisions for themselves in that area. This involves a mental capacity assessment, usually completed by a GP or another professional familiar with the person’s condition.
The guiding principle is always the person’s best interests.
How it works in practice.
In practice, the deputies must meet with an individual, analyse and reflect on whether they can make the decision themselves and, if not – taking into account the circumstances and views of the individual and those close to them – make a best-interest decision. This process can be complex and requires proper time allocated to it. We are experienced in supporting brain injury survivors to participate in financial decisions, and understand the importance of taking time during meetings, and using prompting and visual aid techniques, to ensure as far as possible that clients and their families are supported and involved in discussions.
In our experience, some individuals will lack capacity concerning all of their financial affairs but others retain some capacity. It is for the deputies to establish the areas of capacity and the extent to which the client can make decisions themselves, and ensure that they do not trespass there. This requires time to be spent getting to know the client and developing a trusting relationship.
Determining client capacity and making decisions.
The legal process that goes into determining capacity all stems from The Mental Capacity Act 2005. This Act also provides a detailed framework that is designed both to empower and protect vulnerable people; the philosophy behind the legislation being that those who suffer a disability shall be assisted to live normal lives and make as many choices about their lives as possible.
Section 2 of the Mental Capacity Act sets out the definition of capacity as:
“a person lacks capacity in relation to a matter if, at the material time, he is unable to make a decision for himself in relation to the matter because of an impairment of, or a disturbance in, the functioning of, the mind or brain”.
The matter of whether someone has capacity is therefore individual, time and issue-specific.
The five key principles when determining capacity.
It is also important to have in mind that the Act is very much intended to enable incapacitated people and (as Section 1 of the Act requires) the following five guiding principles apply:
- a person must be assumed to have capacity unless it is established that he lacks capacity;
- a person is not to be treated as unable to make a decision unless all practical steps to help him to do so have been taken without success;
- a person is not to be treated as unable to make a decision merely because he makes an unwise decision;
- an act done, or decision made, under the Act, for or on behalf of a person who lacks capacity must be done, or made, in his best interests;
- before the act is done, or the decision is made, regard must be had to whether the purpose for which it is needed can be as effectively achieved in a way that is less restrictive of the person’s rights and freedom of action.
Before incapacity can be determined, Section 3 of the Act sets out that it is necessary to show that the individual is unable:
“(a) to understand the information relevant to the decision;
(b) to retain that information;
(c) to use or weigh that information as part of the process of making the decision; or
(d) to communicate his decision (whether by talking, using sign language or any other means)”.
The key responsibilities of a deputy.
Deputies are appointed by an Order of the Court of Protection and are closely supervised by the Office of the Public Guardian. Every deputy must act in accordance with the principles of the Mental Capacity Act 2005.
A deputy will collaborate with clients and their family members to obtain all the different viewpoints, ensuring each decision is made in the best interests of the individual who lacks capacity.
The Order appointing the deputy will give them the authority to make a range of decisions, however there are certain decisions which will require a further application to the Court of Protection. These can include provision to:
- buy or sell property;
- proceed with non-standard investments (buy-to-let / holiday properties, ethical investments etc.);
- make statutory Wills;
- make Re ACC applications;
- make gifts.
In addition to their legal duties, all deputies must adhere to the 2023 OPG deputy Standards, which outline what constitutes good practice in the role. These standards focus on:
- understanding your role and legal responsibilities, ensuring compliance with the Mental Capacity Act 2005 and other relevant legislation, and acting within the scope of the deputyship order;
- making decisions in the best interests of the person, ensuring they are involved as much as possible in decisions that affect them, and considering their wishes, beliefs, and values when making decisions;
- managing finances and property responsibly, keeping accurate and up-to-date records, providing clear evidence of all transactions, and maintaining a transparent audit trail;
- transparency and accountability, including submitting annual reports to the Office of the Public Guardian (OPG), explaining actions taken and decisions made. Deputies must also ensure that relevant stakeholders, such as family members and carers, are kept informed where appropriate;
- avoiding conflicts of interest, ensuring that the person’s finances are kept separate from the deputy’s personal finances and acting impartially when making decisions;
- protecting the person’s funds by ensuring that appropriate safeguards are in place, including maintaining proper insurance or security bonds where required, particularly in cases involving property or financial affairs.
For professional deputies, there are additional responsibilities under the Professional Deputy Standards. These include ensuring fair and transparent billing, maintaining clear client engagement, and implementing robust internal processes to manage the person’s affairs effectively and in compliance with best practices.
What should a financial deputy do?
Below are some of the tasks a financial deputy should be undertaking for you or someone close to you who lacks financial capacity:
- Follow OPG Deputy Standards.
- Liaise with the client’s family, case manager, and support workers, recording the client’s wishes and best interests.
- Prepare annual reports and accounts for the OPG.
- Ensure tax returns are completed if required
- Identifying and managing client’s assets, including setting annual budgets and reviewing income and expenditure regularly.
- Work with an Independent Financial Advisers to review investments and portfolios, at least annually.
- Employ and manage complex care teams, including direct hire care teams
- Ensure care and therapy regimes meet client needs
- Ensure the client receives eligible benefits (e.g., state benefits, council tax, housing, care funding), reviewing annually.
- Reviewing deputyship costs inline with the Order and Practice Direction 19B. Including submitting a bill of costs to the SCCO if required.
- Obtain specific authority from the Court to purchase, sell or rent a suitable home for the client. This includes reviewing suitability of the property and managing the adaptations needed in collaboration with the specialist architect, project manager and contractor
- Manage property and assets including ensuring appropriate insurance is in place
- Working collaboratively with other professionals to ensure the client’s best interests are met, including working closely with litigation teams whilst a claim is ongoing.
- Oversee Periodical Payment Orders (PPOs) and ensure annual payments are indexed appropriately.
How long does a deputyship last?
A deputyship lasts as long as the person lacks mental capacity. It may end:
- if the person regains capacity;
- upon the death of the person;
- if the deputy resigns or is removed by the Court of Protection.
Deputyship supervision.
All deputies appointed by the Court of Protection are supervised by the Office of the Public Guardian (OPG) to ensure they carry out their duties in line with the Mental Capacity Act 2005 and in the best interests of the person they represent.
The level of supervision varies depending on whether the deputy is a lay deputy (typically a family member or friend) or a professional deputy (such as a solicitor or accountant), and on the complexity of the individual’s needs and assets.
How long will it take to be appointed and what happens in the interim?
The process of being appointed a deputy can take around 6 months, depending on the complexity of the case and the workload of the Court of Protection.
During this time:
- urgent applications can be made for specific decisions (e.g. selling property or accessing funds);
- family or carers may be able to manage immediate care and non-financial matters;
- the Court may issue interim orders if needed.
Professional deputy costs.
Managing someone’s affairs as a deputy involves various costs, which can be broadly categorised into fixed fees and hourly rates.
Fixed fees.
The Court of Protection and the OPG have established fixed fees for certain services related to deputyship:
- Application Fee: £421
- Deputyship Assessment Fee: £100
- Annual Supervision Fee:
- General Supervision: £320
- Minimal Supervision: £35
In certain circumstances, individuals may be eligible for fee exemptions or reductions:
- Application Fee: May be waived or reduced based on the applicant’s financial situation.
- Supervision Fee: Reduction or exemption possible if the person under deputyship receives certain benefits or has an income below a specified threshold.
The deputy is also required to take out a Security Bond, which is set by the Court of Protection, and is based on the value of the client’s estate.
Hourly rates.
Professional deputies may charge hourly rates for the work they complete. These rates are subject to guidelines set by the Senior Courts Costs Office and can vary based on the professional’s experience and location. The rates are reviewed annually, however the current rates are:
| Grade | Fee Earner | London 1 | London 2 | London 3 | National 1 | National 2 |
| A | Solicitors and legal executives with over eight years’ experience | £566 | £413 | £312 | £288 | £282 |
| B | Solicitors and legal executives with over four years’ experience | £385 | £319 | £256 | £242 | £242 |
| C | Other solicitors or legal executives and fee earners of equivalent experience | £299 | £269 | £204 | £197 | £196 |
| D | Trainee solicitors, paralegals and other fee earners | £205 | £153 | £143 | £139 | £139 |
For an explanation of the bands mentioned above, please look on the Government’s website here. This also includes a list of locations by which you can determine your professional’s National band.
Why choose RWK Goodman?
We understand that managing someone’s affairs is a huge responsibility. At RWK Goodman:
- we have a dedicated Court of Protection/Compensation Protection team with decades of experience;
- we act for individuals with a wide range of needs, including complex injuries and long-term care requirements;
- we’re known for our personal, responsive service – offering professional support with compassion;
- we provide clear advice at every step of the way;
- our expertise is recognised in leading legal directories, including Chambers and Legal 500.
If you are looking for help managing the affairs of someone close to you, get in touch with our expert deputyships team.
See more of our legal services.
The Employment Rights Bill was published on 10 October 2024 as part of the government’s Plan to Make Work Pay. It proposes significant reforms to a range of measures in an aim to improve job security and enhance workers’ rights in the UK.
Below we have outlined some of the key proposed changes under the Bill and what this could mean for employers. The Bill is currently being considered by the House of Lords after completing its passage through the House of Commons. We expect the Bill to have completed its passage through Parliament by September 2025. Further amendments can be expected before it becomes law.
Last updated June 2025.
Read the guide in full or jump to the relevant sections by using the links below:
- Unfair dismissal
- Dismissal and re-engagement (Fire and rehire)
- Collective consultation
- Statutory Sick Pay (SSP)
- Zero-hour contracts
- Right to reasonable notice of shifts
- Flexible working
- Harassment at work
- Family rights
- Equality Action Plans
- Holiday records
- New Trade Union rights
- Industrial Action
- Fair Work Agency
- Fair Pay Agreements in adult social care
Unfair dismissal
Current law
• Employees need to be employed for 2 years before they obtain the right not to be unfairly dismissed. For employees with 2 years’ service, employers must provide written reasons for dismissal.
Proposed changes
• The Bill proposes to abolish the 2-year rule and make unfair dismissal a “day one” right.
• The Bill introduces two new special provisions, (1) for employees who have not yet started work, and (2) employees in the “initial period of employment” (similar to a statutory probationary period).
• The “initial period of employment” is yet to be confirmed but the government has expressed a preference of 9 months.
• During the “initial period” dismissals are expected to follow a new modified test of fairness limited by reference to the reasons for dismissal.
• If the dismissal is for a reason of redundancy, then the standard test of fairness will apply.
Practical implications for employers
• These changes are not expected to take effect until at least Autumn 2026, but the practical impact for employers starts now, as every new hire from now may gain unfair dismissal rights sooner than they would have under the current law.
• For all employers, performance monitoring from day one will be crucial.
• Employers will need to review their employment contracts for new employees to ensure that probationary periods comply with the new “initial period”.
• This proposal is subject to government consultation, which has not yet started.
Dismissal and re-engagement (Fire and rehire)
Current law
• The Code of Practice on fire and rehire was put in place in July 2024. The practice of dismissing employees following consultation and reengaging them on new terms remains lawful, albeit increasingly high-risk from a reputational and industrial relations perspective.
Proposed changes
• The Bill intends to restrict an employer’s ability to use fire and rehire to change an employee’s terms of employment.
• It will be automatically unfair to dismiss an employee for refusing a contractual change to their terms of employment or where an employer intends to employ another person on varied terms to carry out substantially the same role.
• Employers will only be able to defend such dismissals if they are in a situation of extreme financial distress which would affect the ability to carry on the business as a going concern. This sets a high bar for employers and is therefore likely to only apply in limited cases.
• Following consultation, the government have confirmed that the maximum protective award for failing to inform and consult on fire and rehire will be increased from 90 to 180 days’ pay. This applies where it is proposed to dismiss and re-engage 20 or more employees during a 90-day period.
Practical implications for employers
• Employers’ will need to comply with the Code of Practice on fire and rehire, which the government has promised to update.
• The government has dropped plans to make interim relief available as a remedy to employees affected by fire and rehire but is moving forward with the other restrictions, and we are expecting further consultation on this in the coming weeks.
• It is likely that these changes will take effect at some point in 2026.
Collective redundancies
Current law
• Employers proposing to dismiss 20 or more employees at one establishment within a period of 90 days or less must collectively consult with recognised trades union or employee representatives.
• Employers making redundancies across multiple locations can avoid triggering collective consultation as long as fewer than 20 redundancies are proposed “at one establishment”.
• If an employer fails to comply with its statutory obligations, it may be required to pay a “protective award” of up to 90 days’ uncapped pay to each affected employee.
Proposed changes
• The original proposal in the Bill was to remove the “at one establishment” requirement, meaning that all redundancies across a business would count towards the threshold for collective consultation. However, the latest amendments add a new threshold test. Collective consultation will be required if there are either 20+ proposed redundancies “at one establishment” or “some other threshold test” is met which is likely to involve counting employees across all sites/workplaces. The new threshold test will be defined in the regulations but may be based on a percentage or number higher than 20 (e.g. the lower of 10% or 100 employees across the business as a whole).
• During consultation it has been confirmed that the maximum protective award for failure to collectively consult will be increased from 90 to 180 days’ pay. The Government has also dropped plans to introduce interim relief as a remedy to employees when an employer breaches their obligations under the collective consultation requirements.
Practical implications for employers
• As a result of the new threshold test, collective consultation is likely to apply far more often than before.
• The government says it will consult on other ways to strengthen the regime and has promised further guidance on the legal requirements. Much will depend on exactly where the new threshold is set.
• It is likely that these changes will take effect at some point in 2026.
Statutory Sick Pay (SSP)
Current law
• SSP is not currently payable for the first three days of sickness absence. Anyone earning under £123 a week doesn’t qualify for SSP.
Proposed changes
• The Bill has already proposed removing the current waiting period, so that SSP becomes payable from day one of sickness absence.
• The proposal also removes the lower earnings limit and crucially, the consultation has confirmed that for individuals earning less than the lower earnings limit, SSP will be calculated at 80% of their normal weekly earnings.
Practical implications for employers
• It will be very important for employers to review and update sickness absence policies.
• Employers should start monitoring absence trends and strengthen return-to-work procedures.
• Employers should provide training for managers to confidently manage short-term absences, address capability issues, and handle medical referrals.
Zero-hour contracts
Current law
• Zero-hour contracts are lawful but cannot restrict employees from working elsewhere.
Proposed changes
• Due to concern regarding precarious work and what the government are calling “exploitative, one-sided flexibility”, the Bill introduces a right to guaranteed hours. Employers will be required to offer guaranteed hours to workers on zero hours contract or where the minimum number of hours worked don’t exceed a “specified number of hours” during a reference period.
• The “specified number of hours” and “reference period” are yet to be confirmed, although the government has expressed a preference of a 12-week reference period.
• The employee will not have to accept the offer of guaranteed hours but it must be offered.
• An equivalent right will apply to qualifying agency workers.
Practical implications for employers
• Employers that make use of zero-hour or low hour contracts will have to ensure they offer guaranteed hours so will need to review their processes and procedures to ensure they are compliant with this new requirement.
• This is a complex regime with an ongoing set of obligations requiring exceptionally good record keeping. This will in turn create a heavy administrative burden on employers.
• Employers will need to have clear communication with workers and the ability to explain and justify decisions.
Right to reasonable notice of shifts
Current law
• There is currently no statutory right to notice of shifts.
Proposed changes
• The Bill proposes a right for employees to receive reasonable notice of shifts. Employees will also have the right to reasonable notice if their shift is changed or cancelled. Unless the contrary is shown, notice is not reasonable if it is less than a “specified amount of time” before the shift is due to start.
• Employers will be under a duty to make payment to a worker each time there is a change to a shift at “short notice”.
• The regime will also extend to agency workers. It will be the responsibility of both the agency and end hirer to provide the agency worker with reasonable notice of shifts. The responsibility for cancellation or curtailment payments will fall to the agency only, although this can be recouped from the end hirer.
• The proposals only captures shifts which are not already contractually guaranteed.
Practical implications for employers
• Employers should look at existing shift workers and consider how much notice is currently given to workers.
• Employers may want to consider shift scheduling and explore ways to support with these new provisions.
• Further consultation is expected on how much notice must be given, payment to be made and how any compensation will be calculated.
• These changes are expected to come into force in 2026.
Flexible working
Current law
• Employees have the right to request flexible working from day one. The employer can refuse a request where it considers that one or more of the existing prescribed grounds apply.
• The penalty for breaching the statutory flexible working regime is 8 weeks’ pay, capped at £719 per week.
Proposed changes
• Employers will still be able to refuse flexible working requests on the prescribed grounds but there will be a new requirement for any refusal to be “reasonable”.
• If an employer refuses an application for flexible working, the grounds for refusal must be stated in writing and they must explain why it considers that it is reasonable to refuse the application on those grounds.
Practical implications for employers
• Employers will need to review their flexible working policies and practices in the light of the changes, and ensure managers receive training in how to handle flexible working requests.
• The new requirement for the refusal to be reasonable may have a limited impact but it remains to be seen how this will be interpreted by tribunals and government guidance.
• The government have indicated there will be a consultation to develop the detail.
Harassment at work
Current law
• From 26 October 2024, employers were under a new duty to take reasonable steps to prevent sexual harassment in the workplace.
Proposed changes
• Employers will be placed under an obligation to take all reasonable steps.
• A complaint of sexual harassment at work is to be treated as a protected disclosure under whistleblowing legislation.
• Employers will be liable for harassment by third parties, unless they take all reasonable steps to prevent it.
Practical implications for employers
• Employers should re-visit steps taken to comply with the existing preventative duty and consider any additional steps which could be taken.
• Employers who have already put reasonable steps in place should be in a good position, however, it will be important to review all anti-harassment measures to ensure all reasonable steps are being taken.
• Employers should look to carry out sector specific analysis of the types of third parties likely to meet staff and the frequency of this. They should consider contracts with third parties, consider adding signage in the workplace and carry out dedicated training of staff.
• Regulations will specify the steps that employers should take, such as carrying out risk assessments and implementing harassment policies and complaints procedures
• The call for evidence closes on 30 June 2025.
Family rights
Current law
Return from maternity leave
• In redundancy situations, women have the right to be offered suitable alternative employment once they inform their employer of their pregnancy.
Right to bereavement leave
• There is no general statutory right to bereavement leave unless an employee’s child dies under 18 or is stillborn after 24 weeks (whereby statutory parental bereavement leave may apply).
• Currently there is no entitlement to leave for pregnancy loss that takes place before 24 weeks.
Parental leave from day one
• Employees need to have one years’ service to be eligible for parental leave.
Changes to paternity leave and shared parental leave
• Employees are required to have been employed for 26 weeks (accrued by 15 weeks before the expected week of childbirth) to be entitled to statutory paternity leave.
• Employees lose any entitlement to paternity leave and pay if they take shared parental leave and pay before exhausting their paternity leave entitlements.
Proposed changes
Return from maternity leave
• The Bill proposes to introduce regulations to prohibit employers from dismissing or making redundant employees who are pregnant, on maternity leave or are in the six-month period following their maternity leave. This will also extend to employees who are on, or returning from, adoption or shared parental leave.
Right to bereavement leave
• The Bill will introduce a day one right to at least one week of bereavement leave for employees.
Parental leave from day one
• The Bill intends to remove any length of service requirement for parental leave.
Changes to paternity leave and shared parental leave
• The Bill intends to remove any length of service requirement for paternity leave, making it a day one right.
• Employees will be able to take paternity leave and pay even after they have taken shared parental leave and pay.
Practical implications for employers
Return from maternity leave
• Employers will need to ensure they have appropriate processes and training in place to ensure that they do not unlawfully dismiss employees who are on, or have recently returned from, family leave.
Right to bereavement leave
• Many employers already offer some form of bereavement leave, so this might have very limited impact for some, but employers who do not have such policies in place should take steps to introduce these in preparation for the new bereavement leave rights.
• We await further detail on the necessary relationship with the deceased in order to qualify.
Parental leave from day one
• Most employers are unlikely to see a big impact from this change as uptake of parental leave remains quite low and short in duration, partly because it is an unpaid entitlement.
Changes to paternity leave and shared parental leave
• This change widens the number of employees who will be eligible for paternity leave, however, the length of leave remains low at just two weeks.
Equality Action Plans
Current law
• There is currently no proactive obligations for employers to produce action plans to accompany gender pay gap reporting or supporting employees going through menopause.
Proposed changes
• Employers with more than 250 employees will be required to produce gender pay gap action plans to accompany their gender pay gap reports.
• Employers with more than 250 employees will need to produce and publish menopause action plans to show how they support employees through menopause.
Practical implications for employers
• There will be penalties for not producing these action plans, so larger employers (with more than 250 employees) will need to ensure they are complying with the new regulations.
• Regulations are likely to make provision about the content of the plans, the form, frequency and requirements for senior approval for plans.
Holiday records
Current law
• No obligation on employers to keep records demonstrating compliance with holiday entitlement and pay.
Proposed changes
• There will be a new duty on employers to keep holiday records.
• Employers will be required to keep records showing compliance with their obligations under the working time regulations with holiday entitlement (amount of leave and pay and pay in lieu when an employee leaves employment).
• No set format but records must be kept for six years and failure to comply will be a criminal offence.
Practical implications for employers
• Employers should review their records on holiday and holiday pay to ensure they can demonstrate compliance.
New Trade Union rights
Current law
• There is no general right for trade unions to access workplaces for recruitment and organisation of members.
Proposed changes
• The Bill aims to strengthen the rights of trade unions.
• Employers will have a new duty to inform workers of their right to join a trade union and this must be provided at the same time as the s1 Statement of Particulars and at other prescribed times (subject to secondary legislation).
• Under this new provision union officials will have the right to enter a workplace to communicate with workers or communicate with workers digitally. The Union will be able to make an access request and the employer has a short period of time to respond to this. They will have a short negotiating period to agree voluntary access. If an employer fails to comply, the union can apply to the Central Arbitration Committee (CAC) who can decide whether it should have access.
• The access purposes are to meet, support, represent, recruit or organise workers and to facilitate collective bargaining. Organising industrial action is expressly excluded.
Practical implications for employers
• Employer’s will need to update documentation to include the right for their employees to join a trade union.
• This change is likely to mean trade unions will have a greater role to play in employee relations.
• Although employers are often opposed to trade union involvement, it will be important for employers (especially those with many employees who have not previously had union representation) to prepare for this change and look at managing ways to keep the unions in in a way that benefits the workplace
• The government will be required to publish secondary legislation setting out in detail the statutory process for requesting access, the grounds on which the CAC would be able to refuse requests for access and the default access arrangements which the CAC may impose.
Industrial Action
Current law
• Workers have the right to take part in lawful industrial action, such as strikes.
Proposed changes
• The government is proposing various amendments relating to the process for conducting industrial action, including:
– Repealing the 50% industrial action ballot turnout threshold so no specific level of turnout is required.
– A reduction in the period of notice of industrial action to be served on the employer from 14 days to 10 days.
– An extension to the expiration date for an industrial action mandate from 6 to 12 months.
– Repeal of Strikes (Minimum Service Levels) Act 2023 which gives the government powers to set minimum service levels during strikes in essential services.
– The introduction of e-balloting.
Practical implications for employers
• Employers are recommended to get ahead of these changes to avoid potential disruptions once the provisions are introduced.
• Some employers are considering putting work works councils or other consultative forums in place to give employees a real alternative to having to engage with a trade union.
Fair Work Agency
Current law
• The UK has limited state enforcement of employment rights. There is not enough funding to support the enforcement of rights and there is low risk of employers being investigated or inspected by the enforcement agencies
Proposed changes
• A new public authority called the Fair Work Agency will be created to consolidate existing state enforcement agencies into one body in an aim to create a single place for employees to seek advice.
• The Fair Work Agency will bring together existing enforcement functions, including minimum wage and statutory sick pay enforcement, as well as introducing the state enforcement of holiday pay.
• The agency will have the authority to issue an underpayment notice to employers, detailing the amount payable, which must be settled within 28 days. A penalty of 200% of the sum due will also be imposed, payable to the Secretary of State.
Practical implications for employers
• The enforcement of holiday pay will have major implications for employers who get holiday pay wrong across a workforce. It is important for employers to be aware of this and ensure compliance with holiday pay.
• This change is due to be introduced in late 2026, but this is largely dependent on funding and resources.
Fair Pay Agreements in adult social care
Current law
• Terms and conditions, including pay, in the adult social care sector are set by individual employers.
Proposed changes
• The Bill provides for the establishment of a social care negotiating body, composed of representatives of employers and unions in the social care sector.
• The Bill provides that the negotiating body will be concerned with remuneration, terms and conditions and “any other specified matter”.
• The Secretary of State would be able to ratify agreements reached by the negotiating body and they would then become binding on all employers in the sector.
Practical implications for employers
• The government is due to consult on its proposals for Fair Pay Agreements.
• Fair Pay Agreements will inevitably raise costs for local authorities. For them to be effective they need to be properly resourced. How much impact they have and how quickly they are introduced is largely dependent on funding and resources.
