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Stephen Diosi, Partner, Employment

Stephen Diosi


Personal Profile

Stephen is a Partner in the Employment department and leads the Incentives team. He has significant experience advising on the strategy, design, implementation and compliance of UK and global employee incentive arrangements including long term incentive plans, all-employee share plans, HMRC tax-advantaged plans, management incentive plans and growth share and joint ownership plans. Stephen also advises on all related corporate, tax and trusts aspects, corporate governance issues, disclosure of directors' remuneration and share dealing regulations.

In addition, Stephen works with companies on the impact corporate actions have on their incentive arrangements and has acted on many public takeovers, mergers and acquisitions, public to private transactions, initial public offerings, capital raising activities and private equity deals.

He works with a wide range of businesses across several industry sectors including financial services, natural resources, entertainment, aerospace and transport. He acts for companies that are listed on the London Stock Exchange, AIM and overseas exchanges, together with private equity houses, private companies and owner-managed businesses.

Stephen has been recognised as a leader in his field in Chambers and Partners 2018, with clients praising him for providing "solid advice through having robust technical legal knowledge, commercial acumen, and a natural flare to understand the client's culture".

Stephen has also been recognised by Business Today's top 10 UK lawyers crafting influential employee share schemes and incentives 2023.

Key Experience

  • Acting for Merlin Entertainments plc on its admission to the London Stock Exchange, including the exit of private equity incentive arrangements and the design, implementation and launch of new executive and all-employee shares plans across 25 jurisdictions.
  • Acting for a large FTSE 250 listed company on the acquisition of a US based private software company, including implementing private equity style management incentive plans.
  • Acting for an owner-managed consultancy firm on establishing a new remuneration structure, including a share based incentive plan to allow senior management to participate in the future growth in value of the company.
  • Acting for a large social media company on structuring and implementing incentive arrangements for their senior management team.
  • Acting for a US private equity investor on establishing a management incentive plan for one of their UK portfolio companies using an employee shareholder status wrapper.
  • Acting for one of the UK's largest peer to peer lending companies on the design and implementation of a joint share ownership plan.
  • Acting for a number of financial institutions in connection with structuring their incentive arrangements to comply with the PRA and FCA Remuneration Codes.
  • Acting for Virgin Media on its takeover by Liberty Global and the impact on the Virgin share plans.
  • Acting for numerous private equity houses and privately owned companies on the design and implementation of share incentive arrangements for management and other employees, including in conjunction with a business acquisition or sale.
  • Acting for numerous FTSE and AIM listed companies on each step of their share plan lifecycle, including the grant and vesting of awards and also on various ongoing disclosure and corporate governance requirements, directors' remuneration reporting and advising on the ability of participants to deal during a prohibited period.
  • Advising Lloyds Banking Group on its takeover of HBOS.
  • Advising on the share plans impact of capital raising activities undertaken companies, including for National Grid and Johnston Press.
  • Advising on local law requirements (having covered over 80 jurisdictions) to be taken into account when launching incentive plans outside of the UK and then tailoring plans accordingly.
  • Establishing employee benefit trusts to underpin a company’s share plan arrangements, working closely with trustees to ensure the overall objectives can be achieved.
  • Working with companies on the communications to be sent to participants of their share plans.

Career History

Partner, Mishcon de Reya LLP
Legal Director, Mishcon de Reya
Counsel, Ashurst LLP
Managing Associate , Linklaters LLP
Solicitor, Dechert LLP

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