Share Plans and Incentives: Shaping New Law into Solution-Focused Answers for Your Clients

EOT exits

How do you overcome the difficulties associated with EOT transactions?

How do you structure them, fund them, and value them?

Answered by: Fiona Bell of RSM

Fiona advised the Office of Tax Simplification on its two share schemes reports and she chairs the Quoted Companies Alliance Share Scheme Experts Group. Her specialism is employee ownership.

Malus/clawback

How do you control - and overcome - difficulties with malus and clawback and implement and enforce post-employment shareholding requirements?

Answered by: Mark Ife of Herbert Smith Freehills

Mark assisted Sky on the competing takeover bids by Fox and Comcast. He is an author of 'Employee Share Schemes' and the share plan chapter in ‘Employee Share Plans: International Legal and Tax Issues’.

Market trends

What insights can be gained from the 2020 AGM season on executive pay and equity trends?

Answered by: David Ellis of David Ellis Associates

David “challenges in-built assumptions and run-of-the-mill solutions so that the end result is innovative, robust and fit for purpose.” He is a former partner and Head of Reward Services at KPMG.

Avoidance

Cutting through all the opinions, how is the Court interpreting the statutory provisions on avoidance?

Answered by: Francis Fitzpatrick QC of 11 New Square

Francis "exudes star quality." “His advice is infused with real commercial awareness and how the matter may be perceived by the court." He has an impressive record of settling disputes with HMRC.

M&A

What are the golden rules for designing a new incentive structure for listed companies and others, in anticipation of, or immediately following, an M&A transaction?

Answered by: Mahesh Varia of Travers Smith

Mahesh is editor of the employment income chapter of ‘Revenue Law – Practice and Principles’. He advised Nikkei on the incentive aspects of its £844m acquisition of The Financial Times Group.

EMI options

At what point does an EMI option become invalid because of an error or mistake, such as (1) not finding a working time declaration, (2) minor filing errors in the EMI 1 form, (3) the way you described restrictions?

Answered by: John Dunlop of DAC Beachcroft

John specialises in advising on share schemes of all types, particularly Enterprise Management Incentives. He has "an excellent breadth of knowledge and understanding and strategic sense."

Management equity

Supported by case-law and practical examples, what is the latest thinking on management resets, underwater equity and impact of corporate reorganisations on management equity?

Answered by: Jeremy Edwards of Baker McKenzie

Jeremy is one of the UK’s most skilled and experienced employee benefit practitioners. “He's highly responsive and personable; a great communicator who explains complex legal matters simply.”

Growth shares

What share rights and restrictions does HMRC look at when valuing growth shares?

What arguments will persuade it to agree a low valuation?

Answered by: Hannah Tipper of Deloitte

Hannah's specific interest is the valuation of non-quoted shares for complex employee incentive arrangements and transactions. She is highly experienced at leading negotiations with HMRC.