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Allen & Overy LLP’s practice is very highly rated in all areas of share schemes and incentives, including employee equity incentives and executive remuneration. Well-regarded practice head Paul McCarthy has been leading advice to 21st Century Fox on the incentives aspects of its £11.7bn acquisition of a 61% stake in Sky; and also advised TUI on incentives matters related to its sale of Hotelbeds Group to private equity investor Cinven and the Canada Pension Plan Investment Board. The team includes senior associate Louise Batty, who has experience acting for both domestic and overseas clients on a broad range of share scheme matters, including the cross-border implementation of incentive arrangements.

The ‘supportive’ share schemes and incentives group at Clifford Chance LLPhas tremendous strength, depth and technical expertise’. Headed by the ‘outstanding’ and ‘formidable’ Sonia Gilbert, the group primarily advises FTSE 100 clients, covering transactional support and remuneration regulatory matters. Gilbert advised Sainsbury’s on a number of matters relating to its £1.4bn acquisition of Home Retail Group, including exit packages for directors and senior managers. Senior associate Liz Pierson assisted NEX Group in relation to the incentives aspects of its £1.1bn demerger and disposal to Tullett Prebon. Other clients include Barclays, RBS and Babcock International.

Freshfields Bruckhaus Deringer LLP’s ‘highly recommended’ team regularly advises on the incentives aspects of high-value M&A transactions, as well as acting in litigation concerning share schemes. Team co-head Simon Evans has been leading advice to Ferroglobe on governance and executive remuneration issues across multiple jurisdictions. Co-head Alice Greenwell and Nicholas Squire advised Softbank on scheme arrangement issues relating to its £24.3bn takeover of ARM Holdings. Other clients include Pearson and Anheuser-Busch InBev.

Part of the firm’s wider corporate governance practice, Herbert Smith Freehills LLP’s ‘responsive, proactive and commercial’ remuneration and incentives team specialises in acting for clients in the banking and financial services sector. Department head Paul Ellerman acted for Wesfarmers on the share plan aspects of its acquisition of Homebase from Home Retail Group. Mark Ife advised ClearBank, the UK’s first new clearing bank in more than 250 years, on equity arrangements concerning its launch in 2016. The team includes senior associate Bradley Richardson.

Linklaters LLP’s ‘highly responsive, dedicated and well-informed’ share schemes practice regularly handles incentive matters with international elements, and has particular strength in the financial services sector. ‘Experienced, insightful and great to work with’, practice head Alexandra Beidas advised Biffa on various incentive matters regarding its listing on the London Stock Exchange, including the introduction of new executive and employee share plans. The ‘excellentGillian Chapman advised Home Retail Group on multi-jurisdictional share issues relating to Sainsbury’s £1.4bn acquisition of the company. The team includes of counsel Graham Rowlands-Hempel and associate Cara Hegarty, who ‘provides strong technical advice’.

Market-leading’ boutique firm Tapestry Compliance LLP advises on all aspects of executive and employee share schemes. ‘Insightful, knowledgeable and reliable’ practice head Janet Cooper and Bob Grayson acted for Credit Suisse on various aspects of its global employee incentive scheme, including advising on tax matters and compliance. Grayson also assisted Dell in a global review of its incentive scheme following its merger with EMC Corporation. The firm’s international client base also includes Teva, Worldpay and Goldman Sachs.

With ‘exceptional knowledge in the area’, Baker McKenzie’s team has particular strength in high-profile matters, including tax and senior executive remuneration issues. Team head Jeremy Edwards, who ‘has encyclopaedic knowledge of his subject and is a pleasure to work with’, advised Coca-Cola Enterprises on cross-border share plan issues regarding its $31bn merger with Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke into new UK company Coca-Cola European Partners. Edwards also assisted Smith & Nephew in relation to an annual share plan launch in over 30 jurisdictions, covering regulatory, compliance and tax issues. Clients also recommend Stephen Ratcliffe, senior associate Alasdair Friend and associate Gillian Murdoch, who has ‘great expertise and responsiveness’.

Following its merger with Nabarro LLP and Olswang LLP, CMS boasts a ‘very strong’ incentives group with ‘a good international perspective’. Group head Nicholas Stretch advised Engelhart Commodities Trading Partners on tax and investment issues relating to the company’s spin-out from BTG. The ‘excellentAndrew Quayle, who previously headed Olswang’s share schemes team, has been assisting Cineworld in matters including the implementation of a new long-term plan across seven European jurisdictions. Clients also recommend of counsel Catherine Merry, who is ‘very pragmatic and responsive’; and Graham Muir, who led the incentives practice at Nabarro.

Hogan Lovells International LLP’s ‘forthright’ department is noted for its ‘good specialist knowledge’, and is well versed in transactional and share incentive matters, often with pensions components. Department head Paul Randall acted for SABMiller on matters including the employee share incentives aspects of the sale of its Peroni and Grolsch brands and other businesses to Asahi. Randall also advised Ascot Underwriting on remuneration issues concerning its $1.1bn sale by AIG to CPPIB. Of counsel Kiran Khetia and Tim Goggin are also recommended.

Excellent in all respects’, Slaughter and May’s team primarily advises on transactional matters, and has strong experience in restructuring and regulatory matters. Practice head Jonathan Fenn acted for Drax Group on the share options aspects of its £340m acquisition of Opus Energy Group; and was also instructed by Punch Taverns on the incentives aspects of its recommended £403m acquisition by Vine Acquisitions. Daniel Schaffer joined from Herbert Smith Freehills LLP, while Roland Doughty has retired.

Part of the firm’s wider tax department, Travers Smith LLP’s employee incentives group specialises in transactional matters for a wide range of clients, including publicly traded and private equity backed companies. Group head Mahesh Varia, assisted by associates Kevin Donegan and Claire Prentice, advised Micro Focus on employee share schemes and executive remuneration matters related to its acquisition of Hewlett Packard Enterprise’s software business. Senior counsel Elissavet Grout advised Bridgepoint on share schemes vendor due diligence concerning its £835m sale of Oasis Dental Care to Bupa. Other clients include ZPG, PAM Group and SSP Group.

Eversheds Sutherland (International) LLP’s team is ‘very responsive, commercial and easy to deal with’, and is experienced in the implementation of new schemes and the incentives aspects of high-value transactions. Practice head Mathew Gorringe, who is ‘extremely technically able and keen to understand businesses’ needs’, advised Chemtura on securities and tax issues regarding stock awards following its $2.7bn merger with Lanxess. The ‘approachableDanny Blum assisted NewRiver in matters including the introduction of new employee share plans and remuneration policy issues in the context of the company’s move from AIM to the Main Market in 2016. Associates Victoria Green and Richard Sharman are also recommended.

Fieldfisher has a ‘very thorough and diligent’ share schemes and incentives team notable for its experience in international matters. ‘Excellent’ key partner Graeme Nuttall advised US-based life sciences company Arbor Assays on a cross-border employee ownership structure. Mark Gearing assisted US-based technology company Merkle in its acquisition of UK-based marketing agency DBG. The team also includes corporate partner Neil Palmer and senior associate Jennifer Martin.

Norton Rose Fulbright’s ‘stellar’ benefits practice acts for clients in the financial services sector on a broad range of matters, including regulatory issues and the implementation of incentives plans. ‘Smart, client-centred and proactive’ practice head Matthew Findley advised HSBC in relation to its share dealing code following the introduction of the Market Abuse Regulation; and was also instructed by Charles Stanley on the design and implementation of a new managers share plan. The team includes senior associates Ann Moseley and Andrew Roycroft. Deliveroo, Mercer and IMI are among the practice’s other clients.

The ‘excellent’ share plan and incentives team at Pinsent Masons LLP has experience in senior executive remuneration matters, as well as other issues with international elements. ‘Knowledgeable, solutions-oriented and professional’ team head Lynette Jacobs, who is ‘a pleasure to work with’, recently acted for AMC on incentives issues concerning its $1bn acquisition of Odeon and UCI Cinemas Group, and advised Imperial Brands on its global share plan across 35 jurisdictions. Suzannah Crookes is also very highly rated by clients.

Simmons & Simmons’ ‘approachable and commercial’ department specialises in assisting clients in the financial services sector in remuneration regulatory matters, counting Bank of America Merrill Lynch, Evercore and Mizuho Bank among its clients. Highly regarded department head Ian Fraser advised Old Mutual on management incentive rights in the context of the disposal of an asset management subsidiary; and also advised Sumitomo Rubber Industries on the employee incentives aspects of its acquisition by a UK distribution company, including designing and drafting retention arrangements. Associate Tair Hussain is also recommended.

The ‘very good, comprehensive and practical’ group at White & Case LLP has ‘a deep and broad global network that it taps into seamlessly and efficiently’. The group regularly acts for clients in the financial services and technology sectors, such as ABBYY, Brammer and ICG. ‘Highly recommended’ group head Nicholas Greenacre assisted Avast Software on due diligence and other incentive plan issues regarding its $1.3bn acquisition of AVG Technologies. Greenacre, regulatory partner Stuart Willey and tax consultant Euan Fergusson advised Equatex on stock plan administration agreements, as well as cross-border tax and regulatory issues. The team includes associates Helen Levendi and Paul Harrington.

Addleshaw Goddard is regularly instructed on the implementation of new share plans, as well as transactional and regulatory matters. The team is headed by the ‘technically excellent’ Jonathan Rogers, who joined from Abbiss Cadre LLP in 2016. Rogers has been acting for Dixons Carphone on various matters, including the implementation of a new long-term incentive plan and Market Abuse Regulation training concerning share dealings by directors. Rogers also advised Creston on incentive scheme issues related to its £75.8m cash acquisition by RedWhiteBlue Digital Marketing Services. Other clients include Lloyds Banking Group, Britvic and Ted Baker. Michael Carter is now at Osborne Clarke LLP.

The ‘extremely good’ practice at Macfarlanes LLPprovides good, solid advice’ across a broad range of share scheme issues and transactional matters. ‘Technically capable’ practice head Rob Collard advised AccorHotels on complex incentive arrangement issues related to its acquisition of onefinestay; and advised Visa on outstanding awards under Visa Europe’s incentive plans following its acquisition of the latter. Also recommended is of counsel Ian Shaw, who has experience assisting both listed and unlisted clients on the share scheme aspects of M&A transactions, as well as advising executives on personal reward structures. Clients of the team include Liontrust, Wetherspoons and Brooks Macdonald. Andrew Loan is now of counsel at Fieldfisher.

Noted for its ‘professional and very practical advice’ and ‘excellent turnaround times’, Mayer Brown International LLP’s equity and incentive plans department specialises in private company arrangements. The department is led by consultant Andrew Stanger, who ‘has an intimate knowledge of tax legislation’ and ‘can always find a practical solution to complex structures’. Stanger recently advised office rental company Bizspace on the adoption of a management incentive scheme. Other clients include Interoute, Entertainment One and Intermediate Capital Group.

Excellent boutique firmPostlethwaite Solicitors Ltd is noted for its ‘prompt and outstanding service’ across all aspects of share schemes, with particular expertise in employee ownership arrangements. ‘Knowledgeable’ practice head Robert Postlethwaite ‘provides clear, practical advice and solutions for his clients’, and recently advised Merlin Energy Resources on the design and implementation of an employee ownership succession scheme. He has also been advising Doctify on matters including new EMI option grants. The team includes David Reuben, who specialises in the employee incentives aspects of M&A transactions; tax expert Stephen Chater; and Judith Harris. Other clients include Soundcloud and Revolut.

As part of the firm’s wider tax practice, Shearman & Sterling LLP’s incentives group regularly advises on high-value M&A transactions. Recent highlights include advising Liberty Global on share scheme issues relating to its $8.2bn acquisition of Cable & Wireless Communications. Simon Letherman now heads the practice, following Sarah Priestley’s move to Goodwin.

Stephenson Harwood’s ‘excellent’ team is ‘very responsive’. It has been increasingly active for AIM-listed clients, such as Kalibrate Technologies, easyHotel and Milton Group. Practice head Barbara Allen is ‘personable’ and ‘an industry expert’, and recently advised Hotel Chocolat on the employee benefits aspects of its successful £167m flotation on AIM. Allen and senior associate Anika Chandra advised BTG on the extension of its employee sharesave plan to overseas jurisdictions, as well as on its obligations under the Market Abuse Regulation.

Taylor Wessing LLP’s ‘solid, knowledgeable and approachable team’ regularly advises on the incentives aspects of high-value transactions, including EMI plans and tax issues. ‘Excellent’ group head Ann Casey led advice to Outfit7 Investments on employee incentives matters involved in its $1bn takeover by United Luck Group Holdings; and advised onefinestay on cross-border incentives and tax issues relating to the £150m sale of its business to AccorHotels. Senior associate Anna Humphrey is also recommended.

Ashurst’s team is well versed in standalone work as well as the incentives aspects of transactional and restructuring matters. Highlights in 2016 included advising Siccar Point Energy on share scheme issues related to its $1bn acquisition of OMV. Of counsel David Baxter, who heads the practice following his arrival from consultancy Aon Hewitt, advised EnQuest on its existing schemes and related disclosure issues in the context of a major restructuring. The team includes associate Rebecca Servian.

Berwin Leighton Paisner LLP’s multidisciplinary group is noted for its ‘clear, detailed advice’ and ‘prompt responses’. Group head David Dennison, who is appreciated for his ‘wealth of in-depth knowledge and practical advice’, advised AIM-listed company H&T on the implementation of a new company share option plan. Tesco, FairFX and Panmure Gordon are also clients.

Bird & Bird LLP’s incentives and benefits team is ‘always available’ and ‘has a very good depth of knowledge’. ‘Excellent’ practice head Colin Kendon advised Nitro Digital on a growth share plan for all employees, involving complex valuation, regulatory, tax and reporting issues across a number of jurisdictions. Legal director Fleur Benns advised Alternative Networks on the employee incentives aspects of its £165m acquisition by Daisy Intermediate Holdings. Associate Dan Sharman is ‘very approachable and pragmatic with his advice’, and ‘a really good solution finder’.

With a ‘very strong’ practice, Charles Russell Speechlys LLP’ team specialises in work for AIM-listed clients, such as Prime People, Pennant International Group and Alpha FX. ‘Commercial and pragmatic thinker’ Martin Griffiths regularly advises clients on EMI share options and the incentives aspects of M&A transactions, including cross-border matters. James Carter heads the team, which includes Helen Coward and Nick Janmohamed.

Cooley (UK) LLP’s ‘very responsive’ compensation and benefits practice ‘provides great advice’ across a broad range of issues for public and private companies, with particular strength in cross-border matters. Practice head Paula Hollandprovides a great deal of help’, and recently advised Berkeley Group on complex amendments to its long-term incentives plan to comply with its new share buy-back policy. Holland and capital markets partner Ed Lukins have been advising AIM-listed company Tiziana Life Sciences on a new option plan that will cover a number of jurisdictions. Other clients include Journey Group, KalVista Pharmaceuticals and EFG Hermes.

The ‘excellent’ multidisciplinary team at DLA Piperworks hard to get issues resolved’. In Birmingham, senior associate Nick Hinton advised long-term client Dignity on the structuring and implementation of new senior executive and management arrangements, including a new deferred bonus plan and changes to the company’s Save As You Earn scheme to comply with regulations. Leeds-based associate Lynda Finan is regularly instructed on the incentives aspects of major transactions, and Manchester-based David Thompson is also a name to note.

Fox Williams LLP’s incentives team handles a wide range of share scheme matters, including advising on the implementation of new schemes and providing transactional support. The team is led by Emma Bailey, who is ‘knowledgeable, very smart and an impressive operator’. Her recent work includes advising MinterEllison on a bespoke cross-border option scheme related to its AIM listing; and assisting QiO Technologies in the restructuring of an option scheme for senior management across a number of jurisdictions. Other clients include Personnel Hygiene Services (PHS), Adam Phones and Vigilent.

The share schemes department at Jones Day excels in acting for clients across a wide range of incentives matters, including those with an international element. Department head John Papadakis led advice to Stallergenes Greer on the implementation of a global long-term incentive plan for senior executives; and assisted Samhi Hotels in the restructuring and implementation of a global incentive plan, including compliance with Indian company law. The team includes tax partner Anthony Whall. Other clients include Hansteen Holdings, NewDay and LionsGold.

Latham & Watkins’ team has notable strength advising on cross-border matters for both international and domestic clients. London practice head Stephen Brown, who is also co-head of the firm’s global benefits, compensation and employment group, specialises in the incentives aspects of complex cross-border transactions, including tax matters. The team includes associates Sarah Gadd, Kendall Burnett and Lucy Boyle.

Lewis Silkin LLP’s group has experience in the incentives aspects of major acquisitions, as well as advising clients on regulatory issues involving HMRC. The group is jointly led by Sara Cohen and Victoria Goode, both of whom regularly advise on share schemes and related tax issues.

Extremely amicable, professional and a pleasure to work with’, Mishcon de Reya LLP’s ‘very impressive’ share schemes and incentives team has experience acting for SMEs and large companies on a wide range of issues, including transactional support and litigation. Practice head Stephen Diosi, who is ‘approachable’ and ‘extremely knowledgeable’, has been leading advice to Merlin Entertainments on various strategic and global share plan matters, and also advised Clearsettle on the implementation of new executive and employee incentive arrangements. Also recommended is ‘extremely professional, efficient and friendly’ associate Caroline Nye-Wilkins.

Osborne Clarke LLP’s share schemes team ‘never falls short of excellence’. It was bolstered by the arrival of Michael Carter from Addleshaw Goddard; he has replaced Karen Cooper as practice head after Cooper’s departure to found Cooper Cavendish. Recent work for Carter includes advising Stagecoach Group on remuneration and share scheme issues, while associate Sue Hachmi and corporate partner Mark Wesker acted for Tribal Group on the incentives aspects of its delisting from the London Stock Exchange and subsequent AIM listing. The team includes associate Mairi Granville-George. Other clients include Provident Financial Group, Metal Tiger and Britvic.

Birmingham-based boutique Pett Franklin & Co. LLP covers all aspects of executive and employee incentives, corporate governance and share plans. The multidisciplinary practice is jointly led by chartered accountant William Franklin and Stephen Woodhouse. David Pett has left to join Temple Tax Chambers.

Shoosmiths LLP’s multidisciplinary team handles all aspects of share schemes and incentives matters, with particular expertise in tax issues. Kate Featherstone advised Thorntons on various issues relating to its sale to Ferrero, including employee incentive and employee benefit trusts due diligence. Fellow practice head Tom Wilde advised NVM Private Equity on a number of incentive arrangements, including EMI options, relating to its investment in Love Energy Savings. The team includes associate Tom Rank.

Wright Hassall LLP is regularly instructed by both UK and overseas clients on the full gamut of employee incentive matters; names include Holland & Barrett, Radiant Worlds and Elicyon. Practice head John Dormer continues to provide support to Wedlake Bell LLP on share incentive matters for a number of the London firm’s clients, with recent work including the implementation of a new plan and advice on EBT matters. The team was strengthened by the arrival of associate Sebastian Salt from Deloitte.

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Legal Developments in London for Employee share schemes

  • Companies should plan now to minimise their pension protection levy

    The amount that pension schemes have to pay to the Pension Protection Fund (PPF) for the year 2006/07 may have increased by as much as five times the previous year's levy. Employers who ultimately bear the cost of many pension schemes will need to make plans now to ensure the levy payable for the year 2008/09 is kept to a minimum.
    - Stephenson Harwood

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