Share Plans and Employee Incentives: Shaping New Developments into Solution-Focused Answers for Clients

Programme

1. 09:30

   Registration and Coffee

2. 10:00

   Chair's Introduction

   Share plans and employee incentives: Shaping new developments into solution-focused answers for your clients

   Chaired by Mahesh Varia, A&O Shearman

   Mahesh advised Quanex Building Products on its £788m offer for Tyman and Lok’nStore on its £378m takeover by Shurgard. "He is straight to the point, solutions-driven and a pleasure to work with."

3. 10:10

   Founder & Manager Equity

   What - right now - is realistic and achievable with founder shares, early-stage subscriptions and manager equity, given HMRC's post-Vermilion guidance?

   Answered by David Pett, Temple Tax Chambers

   David acted in Vermilion and is the author of the 2026 analysis, "What Are Employment-Related Securities? The Fallout from Vermilion." “He is a first port of call for the most complicated mandates.”

4. 10:45

   Valuation Risks

   How do you contend with valuation risks on due diligence and an HMRC challenge, such as liquidity and minority discounts, maintainable earnings and money's worth valuations?

   Answered by Hannah Tipper, Claritas Tax

   Hannah has over 20 years’ Big Four experience providing valuation solutions, including non-quoted shares for complex employee incentive arrangements and transactions. She is highly skilled in leading negotiations with HMRC.

5. 11:20

   Morning Coffee

6. 11:35

   Non-Standard Participants

   What works — and doesn't — when incentivising non-standard participants, such as NEDs, consultants (post-IR35), and internationally mobile employees engaged via an Employer of Record?

   Answered by Gillian Parnell, Baker McKenzie

   Gillian advises UK and multinational companies on international share plans and the tax and social security consequences of employees working abroad. "She is highly responsive, practical, intelligent and helpful.”

7. 12:10

   Pre-Transaction Strategy

   How — practically and legally — do you control share plan difficulties in the run-up to a transaction, including uneven allocation and the involvement of the client's EBT?

   Answered by John Dunlop, Marriott Harrison

   John advised on Intellect’s acquisition of Zaptic and Wave Marketing Communications’ 2026 sale to Opus Agency. “He has an excellent breadth of knowledge, understanding, commercial and strategic sense.”

8. 12:45

   Overrun

9. 13:00

   Lunch

10. 13:45

    Employee Equity Risk

    Which way is the wind blowing for employee equity risk — “skin in the game”, grossed-up bonuses, nil or partly paid shares, or limited-recourse loans — and what are the commercial and tax trade-offs?

    Answered by David Ellis, BDO

    David is “a seasoned employee incentives expert with deep expertise in developing innovative, robust and fit-for-purpose solutions.” He advises on retention, equity treatment, investment terms and post-deal incentivisation.

11. 14:20

    Option Rollover

    How do you preserve the intended tax treatment on an option rollover into a new holding company, particularly where the new parent is non-UK and employees work across jurisdictions?

    Answered by Elissavet Grout, Travers Smith

    Elissavet advised Zegona Communications on its €5 billion acquisition of Vodafone Spain. She is a specialist in global mobility and known for her “clear, focused advice, and exceptional commercial outcomes.”

12. 14:55

    PISCES in Practice

    Why — really — would your clients use PISCES, and what would they need to know about the first secondary sales, including share-plan readiness, RCA treatment, pricing and the role of the EBT?

    Answered by Chris Booker, Deloitte

    Chris has advised companies on management and employee shares in transactions and IPOs for over fourteen years. He is now advising on expanded EMI eligibility and PISCES exercise triggers.

13. 15:30

    Overrun

14. 16:00

    Close of Conference