Is someone employed by a Channel Islands based company covered by UK employment laws? My wife is employed by a company based and registered in Guernsey. The company is also registered at Companies House (in the UK). I know generally the Channel Islands adopt UK laws, so is she covered by UK employment laws such as TUPE and those that govern things like statutory redundancy pay? Does it matter that they are also registered in the UK? She is a UK citizen and resident. She works from home most of the time. When she does have to go into the office, it is their office in Bristol.
There are two legal jurisdictions in the Channel Islands, the Bailiwick of Guernsey and the Bailiwick of Jersey. The law in Guernsey differs from the law in the UK partly because the Common Law developed differently (more Norman influence on Guernsey than on England) and partly because Guernsey and the UK have different legislatures and so pass different laws. Until recently the UK was a member of an organisation based in Belgium and Luxembourg called the European Union which has its own legal system and courts and which requires member states to enact identical legislation in certain matters including, in particular, employment law. Although the UK is no longer a member of the EU most of its employment laws remain as they were in the EU-era. By contrast Guernsey has never been a member of the EU. So this is an additional reason for differences in laws. Generally the parties to a contract can stipulate what law governs the contract and which country's courts have jurisdiction. For example a contract between a Guernsey company and an individual resident in England could be stipulated to be governed by the laws of France and subject to the jurisdiction of the courts of Barbados (this particular example is highly unlikely but I am just illustrating the principle). If the contract does not stipulate the law (or the contract is unwritten) then there are default rules which determine which jurisdiction's laws apply. However, that said, most countries, including England and Wales, have some &quot;mandatory&quot; employment laws. These are laws which apply to everyone employed in England (or Wales) even if England/Wales does not generally cover the contract of employment. Mandatory laws typically cover such things as minimum pay rates, rest periods, minimum paid holiday entitlement, protection from unfair dismissal etc. So some employment laws in England and Wales apply to everyone working in England and Wales whilst some other aspects of the employment relationship are governed by the law of the contract - which might be England and Wales or might be some other system of law.
The UK Government released an article last year that explains some of the issues relating to ownership of copyright This article is informative. The headline point: Ownership of literary, dramatic, musical, artistic and film works created by an employee during the course of their employment, automatically vests in their employer by virtue of section 11(2) of the Copyright, Designs and Patents Act 1988. The meaning of during the course of their employment has been interpreted by the courts to mean during the course of normal or specifically assigned duties, and that these duties include the creation of intellectual property for the employer. Patents are similarly affected - if the role does not specify or would not imply the creation of patents and other IP, it may not vest in the company automatically. This is a standard clause and is designed to protect the interests of the company, in the event that you create intellectual property as part of your role. Bear in mind here that there's no real need for this property to be created during work hours. That is, if part of your role is to design new software, ownership of that software vests in the company, whether you spent substantial amounts of work hours making it or not. Conversely, if your role does not include, or would be expected to include, the creation of intellectual property, then if you do so - even if it is during work hours - ownership may not necessarily vest in the company. IP you create in the course of your employment will vest in the company in the course of your employment will probably mean: if you are employed to create IP generally, all any IP resulting from your work, or; if you are employed to create a specific work, that work and possibly related works. This is a fairly standard clause, for most companies - I have had several jobs (though none of them technology-related) and they all include some clause to this effect
Law (regardless of its type) supersedes contract, provided it has jurisdiction over the persons bound by that contract. Contract provisions that are counter to law are generally held to be void. State law has authority over an employer's policies or hand book. However, there may be exceptions in state law (so I would double check). A frequent exception (at least in California law, which I am most familiar with) is for very small businesses. Another exception, from C.R.S. § 8-4-101(5), is if you are considered a "contractor" rather than an employee, per the government's determination. It is possibly worth your time to let you employer know of this conflict before termination if possible, so that they can adjust their policies, rather than in an adversarial position after termination, if only to avoid the headache.
You asked about other jurisdictions. As you'll probably be aware (from cases like EU vs Microsoft and EU vs Google) European countries and culture tend to have much stronger protection laws for consumer and employee rights than the US does. In the UK you could make a strong case, although such cases are not often undertaken. The current legislation is Part 2 of the Consumer Rights Act 2015, but the unfair contract terms clause goes back to at least the Unfair Terms in Consumer Contracts Regulations 1999. Basically the law protects a person in a situation where disparity of size and bargaining power have led to unfair terms in a contract (typically a large company offering "take it or leave it" standard terms) - and specifically if they create a significant disparity in the parties rights and obligations. In such a situation the company which drafted the terms alleged to be unfair must show they are reasonable. A list of common terms likely to be seen as unfair is provided. (Employment terms are covered by other laws but also aim to prevent abuses due to inequality of contracting power) A company which sold a product like Windows 7/8/8.1 and then later said "we are changing our terms of support and forcing you to upgrade" (especially to a different product the user may not want, or a product that is maintained in a different way),would almost certainly be at substantial risk of falling foul of this. It wouldn't matter if it was done by not providing the support/patches as originally implied (by custom or normal expectation) or as agreed in an explicit statement of support life cycle, or by saying "we have the right under the contract to do this", or by forcing what is essentially a change of product to get the updates. It also wouldnt matter how big they are, nor whether or not the user had already agreed "because I felt I had no choice". The law is there specifically to protect against abuses like this, so it is drafted to catch companies who try to find "wriggle room".
Is this actually true? Not really although there may be figments of truth woven in. First, the GDPR does not prevent tax authorities from determining layers of corporate ownership or investigating tax fraud. Second, your substantive tax liability depends upon the tax laws of the countries in question. If you owe taxes under a country's tax laws but the country can't find it, that makes you a tax criminal, and doesn't mean you don't owe the tax. Third, the exact rules on what triggers tax liability in mixed country fact patterns are highly technical and not fully uniform. If you actually do business abroad within the meaning of a country's tax laws in a way that is not subject to its taxes, then it is legal. But this scheme probably doesn't meet that standard under most country's tax laws. So you hire two local directors, as contractors, from country B. On the contract signed, they oversee the day to day operations and work for you as advisor since you're the only shareholder. So their existence, the contract and the structure show that the company is managed in country B, run in country B and has economic substance in country B. This way the offshore company isn't taxed in country A. This allows you to get dividends from the company tax free (after paying corporate taxes in country B) to your account in country A. A few thoughts on this specific example. If you truly are nothing but a passive source of funding for a company, then owning shares in this company is no different from owning shares in a public held company (e.g. BMW). The notion that dividends from the company are tax free in county A in that situation is very likely incorrect. Usually, dividends and other intangible income is taxable income in the country where they are received. Most likely, the dividends are income subject to taxation in country A. There is a concept in tax law which U.S. tax lawyers call the &quot;Economic Substance Rule&quot; which is also true, but with different names (most of these countries don't have English language tax terminology anyway) which means that when someone is going through the motions of conducting a transaction in a tax favored form when in substance, something different is really going on, the tax authorities can choose to tax the substance rather than the form of the transaction. So, if the really valuable work is being done by the shareholder without visible compensation, rather than by the local directors and managers, you the shareholder might be taxed on &quot;imputed income&quot; representing the fair market value of the services rendered, or treated as the true manager of the company in country B. Similar issues can arise when valuable intellectual property is transferred to the company without being duly reflected in a fair market value purchase of equity interests, a sale at fair market value, or a licensing agreement for royalty payments. Tax officials aren't limited to looking at paperwork. They can and do interview the human beings involved in interviews that those human beings are legally obligated to attend and cooperate with and to provide truthful information in with legal consequences for lying in those interviews. Even if no official documentation or public statements would tip off tax officials, a significant share of tax evasion cases are driven by whistleblowing by disgruntled former employees, ex-spouses, jilted significant others, mistreated business partners, and revengeful angry children who feel that they have been mistreated by their parents. Nothing in the GDPR prevents whistleblowing to tax authorities. Background In E.U. countries, closely held company ownership must be declared and recorded in a notary public's &quot;public records&quot; or a corporate register (unlike, for example, the United States, where, this information was only contained in the internal records of the company in most cases, although a new law called the Corporate Transparency Act effective January 1, 2022, or later if initial regulations aren't adopted, changes this status quo). E.U. directives expressly requires much more public disclosure by private companies than the U.S. more generally. For example, a recent Dutch overhaul of its rules for disclosing beneficial ownership of companies is a model of contemporary modern European legislation on the subject. This affords access to this information as follows (UBO is the Universal Beneficial Ownership registry and FIO is the Fiscal Intelligence Agency, an anti-money laundering agency): The public can only access the publicly accessible UBO-information with a valid registration and in exchange for a fixed fee. The identity of those persons that access the UBO-register will be registered with the Dutch Chamber of Commerce and UBOs may inquire as to how often their information has been consulted. The Chamber of Commerce may register the Citizen Service Number (Burgerservicenummer) of persons who access the register. The FIU and other competent authorities will, upon request, have access to that information. The FIU and other competent authorities may perform a search in the UBO-register based on the name of an individual, thus listing all connections of that individual, while the public will only be able to search the UBO-register for the UBO(s) of a specific entity (and not for the name of an individual). Even though this limitation to search options was presented as a measure to protect the privacy of UBOs, it is generally expected that commercial platforms that register company information will enable searches based on the name of individuals. The FIU and competent authorities have access to both the publicly and not publicly accessible UBO-information. In the Netherlands, the following institutions are, amongst others, qualified as competent authorities with unlimited access to the UBO-information: the Dutch Central Bank; the Authority for the Financial Markets; the Financial Supervision Office; the Dutch Gaming Authority; the Tax &amp; Customs Authorities; the National Police; the Public Prosecutor’s Office; the Dutch intelligence agencies; and the Tax Intelligence Agency. As this example illustrates, taxing authorities are given express statutory authority to gather information pertinent to tax collection. The Dutch situation, prior to the recent reform, collected essentially similar information, but at a decentralized basis in the offices of the notary handling the incorporation of the entity in question, with similar parties having access to the information. The E.U.'s General Data Protection Regulation generally, affirmatively extends to the provision of a good or service to an E.U. person subject to the regulation, something that would not include tax collection. See Article 3(2). Also, mutual assistance treaty obligations between E.U. countries to share information, which would include many tax treaties between E.U. countries, and criminal investigations (which would include criminal tax fraud cases) are expressly exempted from its scope.
An Estonian company can be sued under French law for violating French law in France, and so can its officers, no matter what their nationality or where they reside. So yes, you could be sued in France as an officer of the company. If you have assets in France, a French judgment against you will be easier to enforce than one against someone who has no assets in France. This is, similarly, not about nationality but about the location of your assets. A suit could also be pursued in Estonia. If the activities in Estonia are contrary to Estonian law then you could also be sued in Estonia as an officer of the company. We frequently have questions about &quot;which law applies&quot; for cases that span multiple jurisdictions. The general answer is that all law applies. An activity in multiple jurisdictions must comply with the law in every one of them. If you are doing something that is prohibited (or even that possibly might be prohibited) in either Estonian law or French law, you should take professional legal advice. Unless you can find a lawyer who is qualified in both countries, you will need two lawyers.
There is a general EU anti-discrimination directive 2000/43 which in Article 3(1)(h) which applies the standards to housing. This document analyzes Czech anti-discrimination law. If you were discriminated against on the basis of being English, that could support legal action. There is no current EU or Czech legislation that guarantees a right to operate in the language of your choice. There have been calls to create some such legislation. Such legislation would be the implementation of Article 21 of the Charter of Fundamental Rights of the EU, which says that Any discrimination based on any ground such as sex, race, colour, ethnic or social origin, genetic features, language, religion or belief, political or any other opinion, membership of a national minority, property, birth, disability, age or sexual orientation shall be prohibited. There is under Article 9 of the European Charter for Regional or Minority Languages a right to use regional or minority languages in judicial proceedings, but there is no generic "right to use your own language". There are occasional cases where governments are sued because their actions linguistically discriminate. As observed here, there was a case in Belgium where the government was sued for not subsidizing French education in non-French territories, but the court said that "Art. 14 cannot be interpreted as guaranteeing children or parents a right to obtain instruction in a language of his choice".
Is there any legal doctrine whereby E's agreement with A continued to apply to E in his work for company N? No, because the parties to the non-compete agreement were Employee E and company A, not the human who owned and sold A. What about B? Do they have any standing to block E's going to work for a B's customer? No. My rationale is that the decisions you describe result in a waiver of the non-compete clause. An employment relation between B and E never existed. Thus, the only vestige of B's non-compete rights binding E that could have been preserved stem from E's former employment at A. However, that vestige disappeared at the instant B --apropos of the hospital project-- waived its non-compete clause with N. Given B's waiver with regard to N, N's failure to establish a non-compete clause with E enables the latter to conduct business with (or accept employment at) the hospital. If anything, B would have standing to sue N for negligence or related torts. But neither B nor N has any viable non-compete claims against E.