Helena J. Derbyshire

Ms. Derbyshire works closely with our M&A and international labour and benefits teams and has extensive experience in:

• advising employers on restructuring and reorganising their workforce;
• addressing the employment issues arising in the context of the acquisition or disposal of a business, including particular experience on the application of the Transfer of Undertakings (Protection of Employment) Regulations (TUPE) and collective consultation requirements across Europe;
• employment advice related to cross-border transactions and coordination of international advisers;
• collective bargaining and industrial actions;
• the TUPE issues arising in outsourcing transactions;
• advising on employee retention, including drafting and negotiating senior executives’ service agreements;
• advising on, drafting and enforcing post-termination restrictions;
• managing executive dismissals, including the negotiation of severance terms and defending employment-related claims;
• discrimination law, including drafting and advising on effective equality, gender pay gap and flexible working policies and practices;
• data protection issues in relation to the personal data of U.K.-based employees; and
• training clients on employment issues, such as the application of TUPE, GDPR, discipline and grievances, and equality.

Relevant matters include:

• coordinating employment due diligence, consultation and treatment of benefits, ensuring the smooth transition of employees on numerous cross-border acquisitions for clients, including: Adevinta AS on its acquisition of the eBay classifieds business and subsequent integration across Europe; Corporation Service Company in its US$2 billion acquisition of Intertrust N.V.; Convera in connection with the US$910 million acquisition of Western Union Business Solutions; Visa Inc. in its US$2.2 billion acquisition of Tink AB; Nikkei Inc’s acquisition of the Financial Times; Mitsui Sumitomo Insurance’s acquisition of Amlin plc; XL Inc’s takeover of Catlin Limited; CME’s takeover of NEX plc; the creation of Janus Henderson; Ball Corporation’s related takeover of Rexam plc and a divestiture to Ardagh; Vantiv’s takeover of Worldpay plc; Coty’s divestiture of its professional hair care business to a joint venture with KKR; and the EG Group and TDR’s acquisition of ASDA;
• leading the employment advice aspects of ASDA Group Limited in its US$510 million acquisition of 132 petrol filling stations from Co-operative Group Limited; JAB Holding Company S.à.R.L. in its acquisition of a majority stake in Cardif Pinnacle Insurance plc from BNP Paribas Cardif; Zuber and Mohsin Issa and private equity firm TDR Capital’s acquisition of fast-food chain Leon Restaurants; Netflix, Inc. in its acquisition of The Roald Dahl Story Company Limited, which manages the literary works, copyrights and trademarks of author Roald Dahl; EA Games on its acquisitions of Playdemic and Codemasters Group Holdings plc; United Talent Agency on various acquisitions, including the acquisition of CSM Sport and Entertainment Holdings Ltd; Willis Towers Watson plc’s contemplated £22.9 billion merger with Aon and subsequent divestiture of the Willis Re business to A.J. Gallagher, including advising on the separation of the Willis Re business and employees in over 30 jurisdictions;
• transactional support on various matters for Phoenix Group plc including its acquisitions of Abbey Life, Standard Life Assurance and ReAssure Group plc;
• providing employment support on various transactions and related issues (including executive retention and restriction) for private equity houses including Doughty Hanson, Hg Capital, Veritas Capital, Silver Lake Partners, Castik Capital and Montagu;
• enforcing post-termination restrictions against traders who established a competing fund during their appointment;
• advising an insurance company on the employment aspects of its Brexit strategy, including the restructuring of its European network and associated employee transfer dismissal and immigration issues;
• day-to-day employment counsel for various clients, including Endurance Business Services Limited/Sompo International;
• advising a bank on the asset sale of a Fund Investment Group, including advice on TUPE and regulatory issues arising from the change of employer, employee retention, transfer of liability for deferred benefits and negotiating severance and re-hire terms for key employees to enable the buyer to change their terms and conditions; and
• advising a U.S. LLC on the acquisition of a commodities trading business, including the transfer of employees and implementation of new contracts of employment for key managers in the U.K. to mirror the terms of their colleagues transferring to an LP employer in the United States.

Ms. Derbyshire has been recognised as a leading lawyer by Chambers UK, in which clients have described her as “very commercially minded” and “consistently helpful,” in addition to being described in The Legal 500 as “just excellent,” “very easy to talk to, with great responses.”

Ms. Derbyshire is a member of the Employment Lawyers Association and is the chair of the Employment Law Committee of the City of London Law Society.