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Share Plans & Incentives

Share Plans & Incentives

We are leading advisers on employee share plans and incentives. Our highly specialised team is led by lawyers who are independently recognised experts in this field, with significant experience of advising clients across all sectors, including the financial sector on all aspects of their equity-based incentives and wider executive remuneration issues.

Our clients operate all around the world and we have developed significant expertise in supporting companies in implementing international equity-based incentive arrangements both in jurisdictions where our core team members are based and also through our strong working relationships with overseas legal advisers, who have detailed knowledge of how equity incentives operate locally. We are happy to work with a client's appointed advisers too.

What we do

We work with companies from design and implementation of incentives, through to maturity of incentive awards, and on remuneration issues more generally.

Design- We provide tailored, commercial solutions reflecting the company's objectives, its structure and its business, regulatory considerations and factoring in tax and shareholder considerations.  We can assist with financial modelling to illustrate the financial effects of alternative solutions and best use of equity.

Corporate governance- Best practice and shareholder guidelines – "comply or explain", consultation with institutional shareholders, advice to remuneration committees, assistance with remuneration reports and relevant regulatory frameworks (including FCA/PRA) .

Financial context -The matrix involving accounting for share plans and employee trusts, sourcing shares through market purchase or new issue, funding aspects and corporate tax relief.  We support liaison with auditors in determining the appropriate policies for recognising costs of share awards under relevant accounting standards.

Implementation- We create clear legal documentation, plan rules and communications with participants. We can obtain tax clearances and approvals and contribute to shareholder communications.  We can also assist in project management with trustees and other service providers.  We guide companies through the practical, legal, regulatory and country-specific issues involving in establishing and operating international plans and we assist non-UK companies in relation to the UK aspects of the plans they operate.

Post-launch - How the plan works in practice is important.  After launch we provide continuing advice, as required, on any aspect of the plan throughout its life, through to maturity.  We help companies deal with leavers and new hires, new tax rules and legislative developments, new grants, new or amended performance targets and other changes a company may need to tackle along the way.

Corporate transactions -Due diligence aspects and advice on how to deal with the target's share and incentive plans.  Planning and structuring advice in the context of exits, restructurings, demergers, IPOs and on takeovers.

Recent experience

  • Acting for a number of UK listed multinationals in relation to their global share plans, including co-ordinating overseas advice and assisting with implementation of local tax-approved plans
  • Providing strategic advice to smaller, fast growing companies on the incentives best suited to their business, utilising HMRC approved plans where appropriate
  • Advising on foreign exchange and SAFE registration for non-Chinese companies wishing to extend equity incentives to employees in China
  • Advising a mutual on the design, implementation and operation of its short-term and long-term incentive arrangements incorporating equity equivalent instruments as the company concerned did not have any shares
  • Advising a number of listed companies on the introduction of malus and clawback provisions into annual bonus plans and longterm incentive plans
  • Advising US listed companies in relation to whether they need to file prospectuses under the EU Prospectus Directive when operating their share plans in the UK and Europe; advising several others on how to avoid the need for such filings
  • Advising many listed companies on the new UK rules for reporting executive pay and the binding shareholder vote on remuneration policy
  • Advising on a wide range of management and employee share incentive plans for both private corporates and portfolio companies of private equity funds, including a Lloyd’s approved insurance broker in Hong Kong with operations in China, Hong Kong, Australia, New Zealand and the UK.