Incentives (Employment)

Incentives & Remuneration

The UK left the EU on 31 January 2020. A transition period, during which EU laws continue to apply in the UK, is due to end on 31 December 2020. The UK/EU Withdrawal Agreement sets out transitional arrangements and negotiations for the future UK/EU relationship are ongoing.

Implementing an appropriate and effective remuneration and incentive policy for management and employees is a key driver for a successful business. Having the right arrangements in place increases employee engagement, motivation and alignment with shareholders and gives companies a greater ability to attract, reward and retain the best talent.

We work hard to ensure we understand our clients' businesses and work with them to design and implement remuneration and employee incentive plans that are right for their businesses. We identify the financial metrics against which an incentives plan should be measured then structure the incentive strategically to drive the behaviours that the employer wants to achieve, designing arrangements that are simple, focused and effective. We understand the regulatory landscape and have a firm grasp of the ever evolving EU and UK remuneration requirements.

We work with businesses across all sectors, including entertainment, telecommunications, fashion, oil and gas and financial services.

Our lawyers advise businesses of all sizes from the largest FTSE listed global companies to smaller high growth entrepreneurial businesses or private equity backed companies, giving us a unique perspective on the market.

Our services

We support clients throughout the life cycle of their incentive plans, providing quality advice together with commercial solutions.

We work with our clients to design incentive plans that meet their objectives. This includes advising on:

  • financial metrics;
  • share option and other share based arrangements, for example:
    • HMRC tax beneficial plans including EMI, Company Share Option Plans, Save As You Earn and Share Incentive Plans;
    • joint share ownership plans;
    • growth shares;
    • employee shareholder status;
    • long term incentive plans;
    • deferred bonus arrangements; and
    • cash based and phantom share plans;
  • employee ownership arrangements for employee owned businesses
  • structuring plans in a tax efficient way and advising on the tax impact for both employer and employee;
  • institutional shareholder and corporate governance requirements;
  • overseas considerations and tailoring plans accordingly.

Following the design process we handle all aspects of plan implementation. This includes:

  • drafting plan rules;
  • compliance with regulatory requirements, including in overseas jurisdictions (our lawyers have implemented plans in over 80 countries), such as:
    • securities laws;
    • plan filings;
    • exchange control regulations;
    • data protection;
    • employment rights;
  • board and shareholder approvals;
  • drafting employee communications.

Our relationship with our clients doesn't end at implementation. We continue to support clients throughout the lifetime of their incentive plans, including:

  • plan vestings and option exercises;
  • leavers;
  • plan amendments;
  • advising on share sourcing strategies;
  • share dealing and market abuse regulations;
  • disclosure of directors’ remuneration for listed companies.

Corporate activity will have an impact on incentive plans. We advise on takeovers, mergers and acquisitions, demergers, capital raising activities and initial public offerings and structure appropriate proposals to be made to plan participants.

We establish employee benefit trusts to underpin the operation of many types of share incentive plans and have relationships with independent trustees who administer these trusts.


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