Share sale and brand transfer: no TUPE protection for dismissed brand manager
A brand manager with 7 years' service was dismissed for redundancy after a share sale and brand transfer. The tribunal found no relevant TUPE transfer, so her claims for automatic unfair dismissal and failure to consult failed.
1 min read · Last updated 18 May 2026
Case details
- #share-sale
- #tupe-transfer
- #redundancy
- #preliminary-hearing
- #no-relevant-transfer
Key facts
- The claimant was employed by James Briggs Ltd as Brand Manager until dismissal on 20 October 2020.
- On 27 August 2019, 100% of shares in James Briggs Holdings Ltd were sold to Tetrosyl Group Ltd.
- Only two employees moved from James Briggs Ltd to Tetrosyl Ltd, with one moving back.
- The first respondent retained its own payroll, pension, benefits, and trade union recognition.
- The tribunal found no transfer of an economic entity from the first respondent to either respondent.
Timeline
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Share Sale Agreement
Tetrosyl Group Ltd acquired 100% of James Briggs Holdings Ltd, gaining control of James Briggs Ltd and its sister company.
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Covid-19 pandemic begins
The pandemic caused financial difficulties, prompting the Board to investigate savings.
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Brand transfer and production changes
Tetrosyl Ltd took over marketing and distribution of the Nilco brand (25% of first respondent's business). Aerosol production moved from Tetrosyl Ltd to James Briggs Ltd, increasing its turnover by 44%.
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Claimant dismissed by reason of redundancy
The claimant's role was identified as at risk due to brand transfer; she was dismissed after consultation.
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Preliminary hearing and judgment
The tribunal held a remote hearing and decided there was no relevant TUPE transfer, dismissing the claims.
The legal issue
The tribunal had to decide whether there was a relevant transfer under the TUPE Regulations 2006 from James Briggs Ltd to Tetrosyl Group Ltd or Tetrosyl Ltd, following a share sale and subsequent operational changes.
The outcome
The tribunal dismissed the claims for automatically unfair dismissal and failure to consult under TUPE.
Key reasons:
- The share sale did not transfer the business as a going concern; the first respondent continued as a separate company with its own payroll, contracts, and union recognition.
- Only two employees moved between companies, and the brand transfer was a minor part of the first respondent's business.
- The economic entity remained with the first respondent, so no relevant transfer occurred.
No compensation was awarded as the claims were dismissed.
Lessons & takeaways
- A share sale does not automatically trigger TUPE protections; the key is whether the business retains its identity as an economic entity.
- If only a few employees move and the original employer continues operations, a TUPE transfer is unlikely to be found.
- Employees facing redundancy after a share sale should check whether their role has genuinely transferred to another entity before relying on TUPE rights.
- Consultation obligations under TUPE only apply if there is a relevant transfer; otherwise, ordinary redundancy rules apply.
What this case shows in practice
This case illustrates the limits of TUPE protection in a share sale context. The claimant, a brand manager with seven years' service, was dismissed when her employer's parent company was bought by another group. After the sale, some brands and production were moved between companies, but the first respondent continued to operate as a separate business with its own staff, payroll, and union recognition.
The tribunal found that the share sale did not transfer the business as a going concern. The operational changes that followed were simply internal reorganisation within a group of companies, not a transfer of an economic entity. As a result, the claimant could not rely on TUPE to claim automatic unfair dismissal or failure to consult.
What the losing side could have done differently
The claimant's case turned on the legal characterisation of the share sale and subsequent changes. To succeed, she would have needed to show that the first respondent's business had been transferred to another entity. The evidence showed the opposite: the first respondent retained its identity and most of its employees. A clearer understanding of TUPE's requirements—specifically that a transfer must involve a change of employer and the preservation of the business's identity—might have helped the claimant assess the strength of her case earlier.
Why the result matters for similar claims
This decision confirms that a share sale alone does not create a TUPE transfer. Employees who are dismissed after their employer's shares are bought should not assume they have TUPE rights. The key question is whether the business continues as a separate entity or is genuinely transferred to a new employer. For those considering a claim, early legal advice on whether a relevant transfer has occurred is essential, as the outcome can determine the entire basis of the claim.
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