There is a lot of uncertainty surrounding when the UK will ease the lockdown measures currently imposed and, in the meantime, businesses are stuck in a limbo in terms of their next steps; however as discussed in this article, businesses should use this time to conduct an internal due diligence exercise of their current contracts and obligations.
A key advantage of conducting an internal diligence review is that it enables you to identify any problems, or risk areas, which can be remedied in advance of an issue arising or being highlighted during any investment or exit strategy.
You may want to consider including, as part of an internal due diligence exercise, the following steps:
1. Review your commercial contracts, and templates
One of the key considerations to protect your business now and in the future is to ensure that your contracts include all of the key protections required to support your business, and that they are up to date with current legislation. Generally speaking, the more bespoke and tailored a contract is to your needs and the specific risks in your business area (rather than ‘off-the-shelf’ templates) the better the position your business will be in, should you need to enforce the terms of the contracts or seek to negotiate the them.
The types of things you may want to consider as part of any review include:
- Identify your top 10 customers and suppliers and review the contractual relationship you have with them.
- Are there any areas which leave you at risk such as uncapped liability, unprotected IP, and the ability for either party to terminate in the event of a change of control? How are key elements of the relationship (such as renewal dates and break clauses) and contracts monitored?
- Is there a scheduled contract review process?
- If your business conducts sales via its website, do you have terms and conditions of use for the website, and a website acceptable use policy?
- Is there a privacy and/or data protection policy up to date and in line with current legislation in relation to the collection, storage and use of personal data?
- Does the business use standard terms and conditions of purchase? And if so, when were these last reviewed?
Whether it is negotiating new contracts (and specific risks relating to Covid 19) or existing contracts that you want reviewed in order to be advised of any gaps, our commercial team will be able to assist.
2. Review your employment contracts in light of legislative changes
Although the recent changes brought on by the Good Work plan have been hailed as the biggest change to employment law for the last 20 years, due to the ongoing pandemic, the changes have gone to the bottom of the list for employers. However, these changes are still very relevant for employers who need to continue to recruit during these difficult times.
From the 6th April 2020 the entitlement to a statement of written particulars has been extended to include workers as well as employees. In addition, this entitlement is a day one right meaning that workers are entitled to it on the first day of their employment rather than within two months (as was previously the case). The information that is included in the statement (contract of employment) is also being expanded.
To assist with complying with the Good Work Plan, our employment team are offering a free ‘health check' of your current employment contracts in order to advise you on whether your current contracts are in line with the updated legislation.
The information contained in this article is for information purposes only and is not intended to constitute legal advice. If you require further information our commercial team would be more than happy to assist you.