GIBRALTAR Law and Practice Contributed by: Emma Lejeune, Stuart Dalmedo, Adrian Pilcher, Nicholas Isola, Danielle Victor, James Castle, Louise Anne Turnock and Danielle Curtis, ISOLAS LLP
prospectively insolvent company to continue trading unless they can demonstrate that it is beneficial for the creditors to continue to do so. Under the Companies Act, any provision that seeks to exempt or indemnify a director or officer of the com - pany from any liability which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the company, is deemed to be void. This does not prevent the com - pany from indemnifying directors or officers against liability incurred in defending proceedings (whether civil or criminal) in which judgment is given in their favour or in which they are acquitted. Companies may also purchase and maintain directors’ and officers’ Under the Companies Act, the liability of the share - holders of a company limited by shares is limited to the amount unpaid on the shares respectively held by them. Shareholders may, however, be held personally liable in certain circumstances, such as where they provide a personal guarantee and accept a direct con - tractual liability with a third party. liability insurance cover. Shareholders’ Liability The legal rules governing the employment relationship in Gibraltar share some similarities to the employment law of England and Wales, both in terms of legisla - tion and common law, modified to suit the needs of the jurisdiction. The applicable legislation is contained primarily in the Employment Act 1932 and its subsidi - ary legislation, consisting of Orders and Regulations made under various sections of the Act, including but not limited to the: • Employment Regulations 1994; • Employment (Maternity and Parental Leave, and Health and Safety) Regulations 1996; • Employment (Annual and Public Holidays) Order 1996; • Conditions of Employment (Redundancy Pay) Order 2001; 4. Employment Law 4.1 Nature of Applicable Regulations
• Fixed-Term and Part-Time Employees (Prevention of Less Favourable Treatment) Regulations 2003; • Employment (Information and Consultation of Employees) Regulations 2005; and • Conditions of Employment (Standard Minimum Wage) Order 2001. Other primary legislation includes, but is not limited to, the Working Time Act 1999, the Equal Opportuni - ties Act 2006 and the Employment (Bullying at Work) Act 2014, which is unique to Gibraltar with England and Wales never legislating in this manner for claims of bullying. Collective bargaining agreements apply to some employers; these are most commonly negotiated by trade unions. However, there are also regulations in this area following the introduction of the Employment (Trade Union Recognition) Regulations 2023 which introduced a statutory mechanism for trade union recognition and collective bargaining rights in certain circumstances. Gibraltar employment law applies to all employees working in Gibraltar, irrespective of nationality or even residence, given the large proportion of cross-border workers commuting to Gibraltar from Spain on a daily basis. The parties to a contract may choose the governing law of the contract to be that of a different country. However, such an election of governance will likely be limited to contractual disputes, and Gibraltar law will continue to govern the law on the employment relationship generally. 4.2 Characteristics of Employment Contracts A contract of employment may be concluded ver - bally. However, there is a minimum requirement to file a Notice of Terms of Engagement with the Depart - ment of Employment for all workers. In some cases, this notice may be the only written part of a contract between an employer and employee and sets out basic mandatory terms of the employee’s employ - ment, such as working hours, salary, holiday entitle - ment and notice periods, the minimum of which are set in statute. While the requirement to file the notice is mandatory in all cases, some employers will also
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