Employee share schemes in London
Allen & Overy LLP is at the forefront of the advice to financial institutions on their most complex and sensitive remuneration issues, including senior executive incentive arrangements. It is also a first port of call for many publicly listed and privately owned UK and international companies. Paul McCarthy's expertise in employee equity incentives includes their design, the tax and cost implications, shareholder communication, corporate governance and best practice. In addition to providing standalone advice, he advises on share plan issues arising from IPOs and M&A. The practice particularly stands out in the context of global share schemes; its ability to work with members of the tax, securities, employment, corporate and regulatory practices enables it to provide a first-rate service. McCarthy works with senior associate Louise Batty.
Other key lawyers:
‘Paul McCarthy is a very hands-on, sensible and realistic adviser. He has excellent judgement‘
21st Century Fox
- Advised media giant 21st Century Fox on the incentives aspects of its £27.7bn takeover bid for Sky and the subsequent £11.6bn sale of its 39% stake in Sky to Comcast.
- Ongoing advice to 21st Century Fox on its proposed $71bn acquisition by Walt Disney.
- Advised Virgin Money Holdings (UK) Plc on the incentives aspects of the offer by CYBG for the entire issued and to be issued share capital of Virgin Money, creating the UK’s sixth biggest bank.
- Advising BTG Plc, a global healthcare company, on the incentives aspects of its £3.3bn recommended offer by Bravo Bidco, a newly incorporated entity indirectly wholly owned by Boston Scientific Corporation, a US medical technology company.
- Advised Kuwait Energy Plc on the incentives aspects of its $650m acquisition by Hong Kong-listed United Energy Group.
Clifford Chance LLP fields a specialist incentives and remuneration team, which undertakes a mix of strategic advisory work and corporate support on high-end transactions. The practice is characterised by its involvement in matters with an international dimension; senior associate Becky Moore has expertise in the operation of global incentives. Other notable members of the group are Andrew Patterson and Catrin Wright, both recent hires from Barclays Plc, who have further strengthened the firm's expertise in remuneration issues in the financial services sector. Practice head Sonia Gilbert chairs the Financial Services Group of ifs ProShare, an industry body supporting employee share ownership. She also sits on the executive committees of two other industry bodies which help shape employee share ownership policy in the UK – the Employee Share Ownership Centre and Share Plan Lawyers.
‘Proactive, available immediately, friendly, responsive‘
‘Sonia Gilbert and her team are always available, supportive and understand issues quickly‘
‘The team is very efficient and communicates well‘
‘The team is a market-leader in this field. It is fully tuned in to clients’ priorities and provides technically sound, commercial advice‘
‘Clifford Chance is one of the leading advisers on share plans and incentives. It has a long pedigree in this space, fielding a strong team, which includes Sonia Gilbert and Andrew Patterson. It is a specialist area for them and they have an impressive stable of top tier clients. As such, they have a considerable amount of experience and are technically extremely able‘
‘With the arrival of Andrew Patterson and Catrin Wright, the team is now even more unique in the strength and depth of its practice, especially in its capacity to advise large financial institutions on complex remuneration matters‘
‘Andrew Patterson is an exceptional practitioner, who has a huge amount of practical knowledge gained from practice and from working in-house for one of the largest employee share schemes teams in London. He has gained significant expertise in best practice and practical implementation of large share plans which is evident in his approach to matters. He is a excellent share schemes lawyer who is exceptionally easy to work‘
‘I always feel Sonia Gilbert has her finger on the pulse, and particularly appreciate the way she is able to communicate this in a very clear and precise manner‘
The Co-Operative Bank
- Advised NEX on the incentives aspects of its high-profile £3.9bn acquisition by CME.
- Advised Informa on incentives issues affecting employees around the world in the context of its £4bn acquisition of rival UBM.
- Advised Provident Financial on the impact of its £331m rights issue on employee share plans.
- Advised Jardine Lloyd Thompson on strategic options for realising value for its shareholders, resulting in the acquisition of JLT by rival Marsh & MacLennan
- Advising Siemens on multiple employee share plans across 55 jurisdictions, including the launch and operation of all-employee and senior executive plans.
Herbert Smith Freehills LLP's multi-disciplinary team offers excellent coverage of all aspects of share schemes and incentives, which sees it generate work from a sizeable client base of UK and international listed and private companies; Paul Ellerman has a strong track record of establishing a wide range of cash-based and share-based incentive plans. Ellerman is also a co-head of the firm's corporate governance practice, which assists clients with drafting and reviewing remuneration reports and advises on the remuneration aspects of the Corporate Governance Code, among other matters. The firm acts for clients across a wide range of sectors, with a notable specialism in the financial services industry; Mark Ife has specialist expertise in financial services remuneration. Kiran Khetia recently joined as of counsel from Hogan Lovells International LLP. Bradley Richardson moved to Linklaters LLP.
‘We can rely on Herbert Smith Freehills to deliver clear and pragmatic advice.‘
‘Mark Ife is excellent at being able to discuss complex legal concepts with audiences at any level, which I particularly appreciate as a non-lawyer. He is always responsive, clear, concise and, most importantly, pragmatic. He is also very knowledgeable and always enthusiastic about his subject matter‘
‘The combination of fast response times, value for money, thinking beyond the direct question and giving clear concise advice (in a way that anyone in our business could understand) is unparalleled, in my experience‘
‘Mark Ife is great at looking at the wider picture to ensure that, even if we haven’t asked the right question, we get the right answer‘
‘Paul Ellerman and Mark Ife are a standout team; both are technically knowledgeable and practical at the same time‘
‘Paul Ellerman and Mark Ife have considerable experience and are technically excellent. They are always accessible and engaged. They provide a very high level of service. To my mind, they differ from others in their commercial and pragmatic approach. They are very good at coming up with solutions to clients’ needs‘
‘Knowledgeable, responsive and efficient – what’s not to love?! The team has real strength in depth, fielding heavyweight partners and approachable juniors. The breadth of experience that the team has, when combined with its straightforward, no nonsense approach, really marks it out from competitors‘
British American Tobacco
Commonwealth Bank of Australia
- Advised Sky on its £30bn takeover offer from Comcast.
- Assisted Commonwealth Bank of Australia with considering the treatment of share and bonus awards in connection with the proposed IPO, then demerger, then ultimately successful sale of its global asset management business, Colonial First State Global Asset Management, for A$4.13bn
- Advised the non-executive directors of Carillion plc on the Business, Energy and Industrial Strategy and Work and Pensions Committees’ parliamentary enquiries into the collapse of Carillion. In particular, the firm advised the chairman of the Remuneration Committee on her response to the Select Committee enquiries on the approach taken by Carillion to the FRC’s requirement for performance-related remuneration policies for executive directors to include “clawback” provisions, one of the areas that was given great media prominence.
- Acted for Lonmin on its £270m merger with Sibanye-Stillwater.
- Acted for a number of FTSE companies on their directors’ remuneration reports (including for BHP, British American Tobacco, Hammerson, JKX Oil & Gas, SIG, Travis Perkins and WH Smith) as well as the associated shareholder voting matters.
Linklaters LLP's 12-strong specialist incentives team provides standalone advice and transactional support to a large number of FTSE top 20 and FTSE 100 companies, top 20 global investment banks and global asset managers. The group, which is led by Alexandra Beidas, has a wealth of expertise in directors' pay, where advice is centred on issues such as the design and disclosure of directors’ remuneration, and the conduct of remuneration committees. It also provides support to global companies on the operation of their global share plans. Managing associate Cara Hegarty has over ten years’ experience of advising on the design and implementation of executive and all-employee incentive arrangements, and pay reporting requirements. In a recent development, Bradley Richardson joined as counsel from Herbert Smith Freehills LLP.
‘What distinguishes this team from other law firms I have worked with in the past is how pragmatic its advice is. Clearly, the team at Linklaters contains experienced subject matter experts in their respective fields, but conversations with them are never around “but the law says…”; instead, they are always solution-oriented, practical, and constructive. They always give the impression we are all on the “same team” and they remain committed to looking out for us as clients. We really enjoy working with them‘
‘Alexandra Beidas is well-known in the market for her in-depth knowledge of regulatory remuneration‘
‘Charmaine Yeoh’s knowledge of structuring complex employee carry/co-invest schemes across multiple jurisdictions never ceases to amaze me! She is quick on her feet, can hold her own in a debate, and owns the room when she speaks‘
‘Linklaters is second to none in terms of knowledge and capability‘
‘Cara Hegarty is simply the best in the business in this area – she is responsive in a crisis and works with us in new areas without being phased at any sort of request‘
Lloyds Banking Group
Takeda Pharmaceutical Company Limited
- Acted for Schneider Electric on the reverse takeover of AVEVA Group plc, a FTSE 250 listed industrial technology company.
- Acting for J Sainsbury Plc (Sainsbury’s) on its proposed combination with ASDA Group Limited (ASDA), a wholly owned subsidiary of Walmart Inc. (Walmart) that holds the ASDA group, to create an enlarged business.
- Acted for Kier Plc on a high-profile rights issue, which included advice on the adjustments to its employee share awards and options, and how the holders of forfeitable shares and SIP shares could participate in the rights issue.
- Advised Takeda on the recommended acquisition of the entire issued and to be issued ordinary share capital of Shire Plc (Shire).
- Advised Capita Plc on its high-profile £701m rights issue and general matters in connection with the announcement of its new strategy and publication of its annual report and accounts under new leadership.
Slaughter and May bolstered its employee share schemes team in 2018 by hiring Ian Brown as a senior counsel from Deloitte LLP. The group advises on the full range of executive remuneration and employee share scheme issues, including the establishment, operation and amendment of employee incentive plans. It also assists clients with managing the operation and amendment of their directors’ remuneration policies. The team is also noted for advising clients on reviewing their policies and procedures in the light of a new requirement for executive directors to retain a level of shareholding post-termination. In addition to providing advice on a standalone basis, practitioners handle the employee incentives aspects of a broad range of major transactions, including public takeovers, IPOs (main market and AIM), secondary capital raisings, demergers, private M&A and other corporate transactions. Phil Linnard, Padraig Cronin and associate Rosemary Nelson are recommended. Jonathan Fenn retired.
Boutique firm Tapestry Compliance is ‘uniquely placed to provide tailored and concise advice on all aspects of global share plans’. The team provides expert knowledge on all aspects of global executive and employee share plans and is distinguished through its international client base and industry-leading understanding of the financial services sector. Janet Cooper OBE is a specialist in diversity and gender considerations in share plans while Bob Grayson is active on all aspects of global compliance for plans, nominee arrangements, trusts and other hedging arrangements. The pair head the practice together with recently promoted legal director Hannah Needle, who demonstrates a proven track record in handling tax advantaged and non-tax advantaged arrangements. At the junior end, associates Matthew Hunter and Carla Walsham tailor their practices towards remuneration regulation compliance and a broad range of executive and employee incentives matters, respectively.
Janet Cooper OBE; Hannah Needle; Bob Grayson;
‘Being a boutique law firm, they really are subject matter experts in employee incentives. This is not a skill set that sits in-house and Tapestry offers cost-effective expertise in this subject.’
‘They have a real passion and expertise in the area of employee incentives.’
‘Lorna Parkin and Bob Grayson give pragmatic advice and have in depth industry experience and knowledge.’
‘Market-leading team with the capability to advise on the design and implementation of complex, non-standard/bespoke deferred compensation approaches across multiple jurisdictions.’
Legal director Hannah Needle is intelligent, commercial, insightful, responsive, supportive and a pleasure to work with.
‘Matthew Hunter is a standout associate showing great technical ability and client relationship management.’
‘The depth of expertise in this firm is unique.’
‘They are highly specialist in share plan schemes and notably cover the topic globally. This is relatively unique in the market to my knowledge.’
‘Tapestry offer a really bespoke, professional and friendly service. They are real experts in their field but small enough to give a really personal service. They take the time to really understand your business and needs and respond quickly. They are also very practical and give down-to-earth advice and help. They inspire confidence.’
‘Janet Cooper is a renowned expert in her field and you know you are getting the best. However, what makes Janet unique is her generosity, kindness and friendship. She is always willing to share expertise and offers personal support even when it may not be to do with share schemes or work.’
‘Jordan Levy is a fountain of knowledge and exhibits incredible customer-focused commitment.’
‘Carla Walsham provides strong engagement and partnership. She is always focused on finding practical workable solutions and is extremely reliable and committed to meeting requirements and deadlines.’
‘The breadth of experience of the team is unrivalled. They have seen most things (or similar situations) and can therefore draw on that experience, where other practices may be coming to things for the first time.’
InterContinental Hotels Group (IHG)
Teachers Insurance and Annuity Association of America (TIAA)
J O Hambro Capital Management Limited
Coca Cola Europe
- Advising on all aspects of the operation of Schroders’ global employee and executive incentive plans.
- Providing global advice on the design, operation, administration and documentation of Credit Suisse’s employee incentive awards.
- Advised Sage on the development and launch of a Global Sharesave Plan, which operates in over 30 countries.
- Providing Unilever with global due diligence and filings in relation to its executive and all employee share plans in over 110 countries.
- Helping to design, document and implement a global incentive plan for Fujitsu executives.
Travers Smith LLP provides its clients with in-depth analysis of the technical tax aspects of employee incentives in addition to relevant governance, trust, employment, corporate and securities law considerations. The practice is well versed in the designing, drafting and implementation of a broad array of incentive arrangements and is increasingly advising on corporate governance matters including remuneration policies. Mahesh Varia heads the department, which represents publicly traded and private equity-backed companies from a range of industry sectors on both a domestic and international scale. Other key names in the team include Elissavet Grout, a specialist in the employee incentive aspects of corporate transactions, and Kevin Donegan, who is a share schemes practitioner.
Worldpay (NYSE & LSE)
SSP Group (LSE)
Stobart Group Plc (LSE)
Pets at Home (LSE)
Alexander Mann Solutions
Pret a Manger
Merian Global Investors
- Represented Pret and management on the employee incentives aspects of the £1.5bn sale of Pret to global investment firm JAB.
- Assisted Puregym with the implementation of a share ownership arrangement for managers and senior employees following its £600m acquisition by Leonard Green & Partners LP.
- Advised Worldpay on a new save-as-you-earn (SAYE) share option plan for UK employees following its merger with Vantiv.
- Advised Micro Focus International on the employee and management incentives implications of the $2.535bn sale of its SUSE business to EQT Partners.
- Advising on the unwinding of Alexander Mann’s share plan arrangements on its sale to OMERS private equity.
Known for its ‘understanding of UK schemes and the law surrounding them’, Baker McKenzie is also active on cross-border transactions, international share plans, and senior executive remunerations, in addition to providing commercial and tax advice. Practice head Jeremy Edwards advises on all aspects of employee share plans and executive compensation, and has a strong reputation for advising London Stock Exchange-listed companies on the structure and disclosure of remuneration for directors and senior executives. His team includes associate Gillian Murdoch, who assists UK and multinational companies with the design, implementation and administration of their share plans.
Other key lawyers:
Gillian Murdoch; Stephen Ratcliffe
‘They have a really good understanding of UK schemes and the law surrounding them, but more importantly they understand the client’s business’.
‘The team are knowledgeable and up to date but share that knowledge in a professional but clear way, in language a non-lawyer can understand’.
DS Smith plc
Bank of Georgia plc
Smith & Nephew plc
TBC Bank plc
- Assisting Prudential plc, as its principal share plan adviser, with the launch of its global share plans worldwide and with global compliance for its executive share plans and all employee share purchase plans.
- Assisting DS Smith plc with the annual review and launch of its international Sharesave plan and executive share plans.
- Advising Bank of Georgia Group plc in connection with its compliance with remuneration requirements in the UK as a result of its listing on the London Stock Exchange.
- Assisted DXC with the spin-off of its US public sector business, which combined with Vencore to become Perspecta.
- Advising Philip Morris on issues that arise on the implementation and administration of its international share plan.
Fieldfisher’s team of ‘acknowledged experts’ delivers ‘experience-based assessments’ and is jointly headed by Graeme Nuttall OBE and Mark Gearing. Its core strengths include helping long-established employee-owned businesses to maintain their structure, and assisting start-ups and growing companies with employee ownership, tax-advantaged share plans, US-based inward investment into Europe and constitution creation. Clients from a wide range of sectors engage the group, such as mining, media and technology, and life sciences entities. Senior associate Tamsin Nicholds recently arrived from Hogan Lovells International LLP and is recommended for corporate governance matters.
Graeme Nuttall OBE; Mark Gearing
Other key lawyers:
Tamsin Nicholds; Neil Palmer
‘Instant availability of seasoned practitioners fittingly introduced by a very knowledgeable relationship partner.’
‘They are experts in the field. They understand what growth companies need, the challenges they face and how plans are best structured to avoid pitfalls and provide flexibility appropriately.’
‘Flexible, personable, responsive. Fun people to work with. Return calls promptly whatever time of day they are called. Prioritise and achieve timelines.’
‘Fieldfisher are acknowledged as the experts in advising on employee ownership trusts, as one of the partners, Graeme Nuttall, authored the Nuttall Report for the government that resulted in a change in the legislation.’
‘Graeme Nuttall is a calm and thoughful adviser who appreciates the issues that founders and owners face when relinquishing control of their businesses to the staff. He is very experienced in this sector and finds ways to provide flexible solutions to suit various businesses needs. He is very well supported by Neil Palmer, who is a master at providing documentation that delivers this business model.’
‘Given that members of their senior team were closely involved in developing the legislation which has brought employee ownership trusts into existence, Fieldfisher are able to offer a unique insight into the various forms of employee ownership for those considering such a move.’
‘Graeme Nuttall wrote the Nuttall Report on behalf of the government and has since been instrumental in seeing this to fruition.’
Morey Smith Limited
MSMR Architects Limited
Riverford Organic Foods Limited
Assael Architecture Limited
Hodge Jones & Allen
Cambridge Design Partnership Limited
Bidstack Limited (now Bidstack Group plc)
Texel Finance Limited
Haydale Graphene plc
Smith Global Limited (Mr & Mrs Smith)
- Advised Riverford on its majority sale to an employee ownership trust, with its founder Guy Watson retaining a minority stake.
- Advised Cambridge Design Limited, a technology and project design business, on its successful move to employee ownership.
- Advised Restore PLC on an all employee share plan offered to its 1,500 employees across the UK.
- Advised Morey Smith Limited on its 100% move to employee ownership, shaping the business for the next generation.
- Advised Bidstack, a cutting edge technology provider of in-game advertising, on its reverse takeover and readmission to AIM.
Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP's practice covers advising on share scheme and executive renumeration arrangements and corporate governance issues. The firm counts a number of FTSE 100 and FTSE 250 companies among its clients. Key contacts include Alice Greenwell, who regularly advises on establishing new share plans, including executive plans and international all-employee arrangements, and Nicholas Squire, who is experienced in multi-jurisdictional matters.
At Hogan Lovells International LLP, the team is hailed for its ability to always ‘ensure that it is in possession of all relevant information’. Headed by Paul Randall, the group is adept at advising on the corporate, tax, trust, regulatory and financial services considerations of employee share incentives. Clients include UK and international listed companies, non-listed companies, private equity investors and consultants, in addition to teams of managers. The firm also hosts a transfer pricing team which assists on valuation advice in the context of equity incentive plans.
Other key lawyers:
- Provided global advice to PVH Corp, Inc. on the grant and settlement of RSUs, options and restricted stock awards under the company’s share plans in over 30 jurisdictions.
- Advising on the acquisition of the entire Fuller’s beer business to Asahi Europe Ltd, a wholly owned subsidiary of Asahi Group Holdings, Ltd.
- Advised The Craftory, a newly incorporated UK company, on its incorporation and capitalisation by management and investors.
- Advised Ares Management in relation to the acquisition of VetPartners, one of the UK’s largest veterinary practice operators, and its subsequent sale to BC Partners and management incentivisation post-transaction.
- Acted as international counsel to Sedgwick in relation to its sale by KKR to private equity group Carlyle.
Ashurst specialises in advising on the incentives aspects of complex corporate transactions across multiple industries and jurisdictions, as well as acting for plc clients on issues relating to remuneration concerns. The firm is also experienced in preparing clients for remuneration governance changes. Senior consultant Nicholas Stretch joined from CMS in 2019 and leads the practice. He advises on the incentives aspects of corporate transactions as well as on the design and implementation of incentive arrangements for executives and employees. His team advised oil and gas exploration and production company Serica Energy plc on its acquisition of BP's interests in various North Sea oilfields and associated infrastructure.
Ladbrokes Coral Group PLC
AVEVA Group plc
Johnston Press plc
Care Tech Holdings Plc
Serica Energy plc
BGC Partners, Inc.
Volcan Investments Limited
- Advised Ladbrokes Coral on the share scheme issues arising from its acquisition by GVC Holdings.
- Advised AVEVA on all of the incentives aspects of its combination with Schneider Electric SE’s industrial software business and in relation to a return of cash to shareholders.
- Advised on Johnston Press’ large and complex pre-pack administration sale.
- Advised CareTech on the implications of its recommended offer for Cambian Group Plc for participants in the Cambian share plans, including agreeing the communications to participants and their tax position.
- Advised BGC Partners on the effect of its acquisition of Ed Broking Group Limited on the participants in the Ed Broking share plans.
CMS has experience in a range of matters including employee benefit trust terms and issues relating to cross-border M&A, as well as corporate governance and regulatory issues relating to employee share schemes. Notable in this area are Graham Muir, Andrew Quayle, whose clients include FTSE 100 companies, smaller private companies and start-ups, and of counsel Catherine Merry. Nicholas Stretch left the firm to join Ashurst in 2019.
Eversheds Sutherland (International) LLP focuses on acting for FTSE 100 and Fortune 100 companies, advising on rewards and incentives. The firm has particular expertise in relation to implementing and advising upon employee incentive schemes in multiple jurisdictions. Practice head Mathew Gorringe is a cross-border specialist and is known for taking the lead on rolling out schemes in various jurisdictions, as well as guiding companies through the laws of local jurisdictions to facilitate this.
‘They show the meticulous attention to the technical detail needed to ensure that scheme arrangements meet their objectives whilst complying with legislative requirements, including step-by-step guidance’
‘Mathew Gorringe combines responsiveness with excellent advice and innovation, based on detailed knowledge of the subject area’
United Utilities Group PLC
IntegraFin Holdings plc
Maru Group Limited
Croda International plc
Gresham House plc
- Advised the remuneration committee of Grainger on the adjustment to awards under the company’s incentive plans, liaised with HMRC on the adjustments, drafted adjustment letters, revised award certificates, and made various amendments to the rules of the plans and employee communications.
- Advised IntegraFin on all share schemes aspects of its IPO on the Main Market of the London Stock Exchange.
- Advising United Utilities Group PLC in relation to the impact of GDPR on the operation of the company’s share incentive schemes and on updating and refreshing the rules of its suite of share incentive schemes.
- Advised OnTheMarket on all share schemes aspects of its IPO on the AIM Market of the London Stock Exchange.
- Engaged by Maru Group Limited to assist it in respect of an offer of its shares to employees resident in the UK, the US, Argentina, Canada and Denmark.
Macfarlanes LLP advises on a range of employee share plans and incentive arrangements, providing expertise in related areas including employment, tax, trust law, corporate governance and remuneration regulation. The firm has experience in design, implementation, roll-out and operation, as well as increasingly acting on financial services remuneration. ‘Strong practice head’ Robert Collard specialises in employee share schemes and incentives and has ‘a deep knowledge of the law’. His team includes senior counsel Rasmus Berglund, who arrived from Linklaters LLP in 2018 and focuses on UK and international employee incentives and Senior Solicitor Saba Palizi, who arrived from Latham & Watkins in 2018 and specialises in employee benefits.
Other key lawyers:
Rasmus Berglund, Saba Palizi
‘Ability to deliver complex issues in a simple and direct format’
‘Very pragmatic advice from the team and very accessible in being available at short notice’
‘Rob Collard brings strong corporate experience to the share schemes practice which makes it truly stand out from its peers’
‘Rob Collard is the jewel in the crown in this team’
‘Rob Collard has a high level of technical knowledge supported by a pragmatic approach, sensible guidance and very good response times’
J.D. Wetherspoon plc
Revolution Bars plc
Epic private equity
Smith & Williamson
- Advising Stonehage Fleming Family and Partners Limited on incentive issues arising out of the acquisition of a significant minority stake in the client by an investor.
- Advising Hogg Robinson Group PLC on share plan issues in relation to the recent simultaneous class one disposal by, and takeover of, the client.
- Advising Genius Sports/Mark Locke and its principal shareholder and CEO in relation to an investment.
- Advising Hermes Investment Management on the share plan aspects of the acquisition by an investor of a majority interest in the client.
- Advising International Game Technology plc on directors’ remuneration.
Mishcon de Reya LLP's team has a strong track record of advising high-value entrepreneurial and private equity-backed organisations, particularly in the TMT sector, on novel incentive arrangements. The group also has experience designing incentive structures for real estate-sector businesses structured through a mixture of partnership and corporate entities. Other areas of expertise include corporate transactions and regulatory advice. Department head Stephen Diosi has expertise in all aspects of the strategy, design, implementation and compliance of UK and global employee incentive arrangements. Associate Caroline Nye-Wilkins acts for businesses in the financial services, entertainment, social media and transport sectors.
Other key lawyers:
Caroline Nye-Wilkins; Jennifer Anderson
‘Their personable nature and their ability to really understand your business and help you to come up with practical solutions‘
‘They are creative problem solvers‘
‘Stephen Diosi is highly experienced, practical, creative, customer-centric, great at relationships and very responsive‘
‘What makes the practice unique is the combination of its wide-ranging legal experience and unparalleled commercial acumen which allows the team to deliver best in class, top quality advice to its clients‘
Merlin Entertainments plc
Bank of New York Mellon
Advanz Pharma Corp
Insight Learning and Development
- Providing strategic and global share plans advice to Merlin Entertainments plc
- Advising the incoming management team of Advanz in relation to the design and implementation of a new management incentive plan (MIP) in conjunction with a debt and equity restructuring of Advanz
- Advising Stella McCartney in relation to the design and implementation of a new senior executive incentive plan in conjunction with the buyout from Kering by Stella McCartney
- Advising Insight Learning and Development in relation to the design and implementation of a new long-term incentive plan following the termination of the company’s previous incentive arrangements.
The ‘creative, dynamic and client-centric’ Norton Rose Fulbright is known for its strategic and international advice to listed multinationals, as well as providing expertise in designing and implementing bespoke incentive plans in unlisted companies. The firm also has expertise in cross-border work, notably in the US. The ‘incredibly responsive’ Matthew Findley leads the practice and has experience in executive plans and all-employee arrangements, as well as dealing with employee benefits in the context of mergers and acquisitions, IPOs and demergers.
‘The advice is always practical, knowledgeable and designed to deliver the business outcome desired’
‘The team at Norton Rose Fulbright operate at the top of their game’
‘Incredibly reliable, responsive and thorough’
‘The team is very helpful in providing advice and guidance in a format that requires very little rework for the various audiences that it needs to be shared with’
‘Matthew Findley is smart, client-centered, responsive, and proactively identifies novel, creative solutions’
‘Matthew Findley provides an outstanding employee share plan service’
‘Matthew Findley’s support and guidance is always incredibly rounded with all facets of share plan operations’
‘Ann Moseley always explains in plain English and not legalease, and will respond quickly as necessary’
HSBC Holdings plc
ITE Group plc
Denholm Oilfield Services Limited
- Advised Randgold Resources Limited on the employee incentive aspects of its $18.3bn merger with Barrick Gold Corporation.
- Advised Canadian Tire on the employee incentive aspects of its acquisition of Helly Hansen.
- Advised IMI plc on UK and international share plan and executive remuneration matters.
- Advising CGI Group in relation to the extension of its share purchase plan into European jurisdictions.
- Advised Crest on share plan and executive remuneration governance issues.
Lynette Jacobs leads the team at Pinsent Masons LLP, which was joined by legal director Fleur Benns from Bird & Bird LLP in 2018. It is noted for advising domestic and international clients on share incentive arrangements, often over several jurisdictions. The group also assists with the interaction between remuneration policy, share plan rules and regulatory clients in the financial services sector, as well as the day-to-day operation of employee incentive arrangements.
Other key lawyers:
Christine Yuill; Fleur Benns
‘Broad-based knowledge of the laws of non-UK countries and the ability to locate resources abroad‘
‘Focused on understanding the details of other jurisdictions‘
‘The team combine highly technical advice with practical guidance, which is highly relevant to the matter in hand‘
‘Fleur Benns has exceptional technical knowledge combined with practical expertise and strong experience navigating HMRC‘
Imperial Brands plc
Halfords Group plc
River and Mercantile Group plc
- Providing ongoing advice to Imperial on employee share scheme issues.
- Providing ongoing advice to E.ON on the operation of its share incentive plans.
- Advising GoCardless on its existing share plans.
White & Case LLP deploys an integrated tax and regulatory service to a wide variety of clients in the technology, banking and private equity sectors, as well as the emerging fintech industry. The group also draws on the firm's presence across Europe, the US and UK to advise clients on multi-jurisdictional share incentive schemes. Nicholas Greenacre, who is the head of the EMEA team, specialises in executive compensation and incentives. Helen Levendi was promoted to partner in January 2019.
Other key lawyers:
Franklin Templeton Investments
Goldman Sachs Infrastructure Partners
Anchorage Capital Group Europe
Former Directors of Finansbank
Amigo Holdings plc
- Represented Ocelot Partners (an LSE-listed special purpose acquisition vehicle, sponsored by Liontree Capital) on the ECB aspects of the proposed acquisition of the Ocean Outdoor group (one of the UK’s predominant operators of high-profile advertising space)
- Represented the ad hoc committee of holders of secured debt of Concordia International, an international specialty pharmaceutical company, in connection with the pending restructuring of Concordia
- Advised Goldman Sachs Infrastructure Partners on the acquisition of AIM-listed CityFibre Infrastructure Holdings plc through a 50:50 consortium of GSIP and Antin Infrastructure Partners
In addition to day-to-day advisory work, Addleshaw Goddard's team provides clients with a full remuneration service, which includes advice on governance issues, best practice, share dealings by directors and matters pertaining to internationally mobile employees. Jonathan Fletcher-Rogers heads the department; his practice covers advising on tax-efficient share incentives, the implementation of employee plans globally, and corporate governance and disclosure issues for listed companies.
Other key lawyers:
Martin Griffiths; Nicky Griffin
‘The team is knowledgeable‘
‘Nicky Griffin gives good technical advice, but is always very practical too‘
Ted Baker plc
GVC Holdings plc
Rathbone Brothers Plc
Nationwide Building Society
UPP Group Holdings Limited
William Hill PLC
Moneysupermarket.com Group plc
- Assisting Ted Baker’s legal, reward and HR teams with ensuring the company’s employee incentives comply with the new UK Corporate Governance Code
- Advising on a number of matters for GVC, including the completion of its £4bn acquisition of Ladbrokes Coral
- Acted for Rathbones in connection with the acquisition of Speirs & Jeffrey, Scotland’s largest independent wealth manager
- Advised UPP, the UK’s leading provider of on-campus residential and academic accommodation infrastructure, in relation to the implementation of a new management incentive scheme for key executives
Mayer Brown International LLP's equity and incentive plans team, which is led by Andrew Stanger, leverages the firm's international office network to advise clients on share schemes globally, with expertise including tax, securities, stock exchange rules, exchange control regulations and governance. The group has a particular focus on private company arrangements and arrangements in private equity structures. International work includes share plans for dual-listed companies and UK companies listed on US exchanges.
Other key lawyers:
- Advising an electric vehicle start-up company on incentives
- Advising a telecoms and infrastructure company on the implementation of a new incentive arrangement.
- Advising a healthcare company on various incentives.
Osborne Clarke LLP
Osborne Clarke LLP’s incentives department advises corporate clients of varied size on matters including executive remuneration and employee incentive schemes. Acting for clients on the incentives aspects of complex corporate transactions, the practice often works in conjunction with the firm’s corporate department, for which it has been recommended by clients. Notably, the group is active at both national and international levels; in one recent highlight, the team led the advice to NewVoiceMedia on the client’s option exercise process for employees based in the UK, US and across multiple European jurisdictions. Practice head Michael Carter has attracted praise from the market for his ‘wide-ranging experience in relation to executive remuneration’. Senior associates Dan Sharman and Bristol-based Rhiannon Jones are also key team members to note.
‘Osborne Clarke’s incentives team is recommended for working closely with the firm’s corporate team to provide a comprehensive solution in complex situations such as demergers‘
‘The team has a real strength in depth across all departments, thereby offering a tailored solution for substantive and procedural matters‘
‘The firm works well across multiple departments, which makes it a great one-stop shop for various employment matters‘
‘Osborne Clarke has an experienced and commercially focused team‘
‘Team members are approachable and adopt a commercial approach to briefs; they are also happy to provide advice on smaller ad hoc matters‘
Union Jack Oil
Integral Ad Science
- Advising Hargreaves Lansdown on all share schemes, both at senior executive and employee level.
- Advising Union Jack Oil on implementing a new unapproved option plan aiming at granting unapproved options to its employees.
- Advising Stagecoach Group on all aspects of executive remuneration and share plans.
- Assisted NewVoiceMedia with its $350m acquisition by US-based Vonage Holdings; work included leading the client’s option-exercise process for approximately 350 employees based in multiple jurisdictions.
- Advising Zotefoams on a new company share plan.
Postlethwaite Solicitors Ltd
The 'great' team at Postlethwaite Solicitors Ltd stands out for its exclusive specialism in employee ownership matters. Demonstrating a high level of activity in this space, the firm handles all aspects of employee ownership transactions. Recent work included advice regarding the design and implementation of share ownership arrangements for nationally and internationally based entities, as well as regarding structuring ownership arrangements for succession, particularly by utilising the team’s highly regarded expertise in trust tax relief. Another steady stream of work for the firm comes in through instructions regarding all types of share schemes. Managing director Robert Postlethwaite (‘one of the few experts who can explain complex issues in plain language’) and the ‘flexible and approachable’ David Reuben jointly head the firm and are highly recommended. Director Toby Locke joined from Grant Thornton UK LLP in October 2018.
Robert Postlethwaite; David Reuben
Other key lawyers:
‘The team is very helpful and always available‘
‘Excellent specialist advice and knowledge not only of the area of employee ownership, but also of all relevant issues surrounding it‘
‘Postlethwaite Solicitors combines its in-depth knowledge and expertise with a practical approach to this highly technical area of law‘
‘Apart from dealing with the setting up of employee ownership schemes, the team also deals confidently with all of the relevant legal and regulatory matters that flow from them‘
‘A good personal touch coupled with a proper understanding of a wide range of issues related to the client’s particular needs and requirements‘
‘Team members are highly responsive and demonstrate willingness to enter into helpful discussions with clients‘
‘David Reuben has the experience and the attitude to come up with practical solutions instead of simply pointing out problems‘
‘David Reuben is a pleasure to work with‘
‘Robert Postlethwaite listens to the client and constructs commercial solutions that respect the client’s goals‘
‘Robert Postlethwaite is easygoing and always meets deadlines‘
‘Toby Locke is approachable, friendly, and always ready to help‘
Orms Designers + Architects
AFH Financial Group
- Advised Orms Designers + Architects on the design and implementation of an ownership succession plan involving the acquisition by an employee ownership trust of a majority of the shares in the practice.
- Advised environmental consultancy company DustScan on the design of an ownership succession plan.
- Assisting vehicle rescue company Call Assist with its transition to employee ownership.
- Advised the Cousins Group on the establishment of a growth share scheme; work included general advice as well as drafting documentation.
- Advised recruitment agency Talent Point on the implementation of an enterprise management incentive (EMI) scheme.
The employee incentives group at Simmons & Simmons sits as a part of the firm’s wider employment practice. The team advises on a broad range of matters regarding employee incentives; recent work includes advice on tax, corporate governance, employment issues, and the employee incentives-related aspects of corporate transactions. The department has expertise across multiple sectors, but places additional emphasis on the financial services industry. Managing associate Tair Hussain is a key name to note on the team, and has experience of assisting clients with share-option schemes, long-term incentive plans, and bespoke tailed arrangements, among other matters. Former practice head Ian Fraser departed to PwC LLP in April 2018.
Squire Patton Boggs is noted for its services for mid-market listed companies, larger private companies, private equity houses and management teams on all aspects of incentives. The team leverages the firm's international presence for a particular specialism in international incentives-related matters, including global companies offering share plans to employees worldwide, and non-UK companies which grant awards to selected employees in the EU and UK. The UK team is led by Liz Pierson, who also has significant experience in advising on incentives for private equity portfolio companies, and is highly recommended. Bern Gilbey retired.
‘Liz Pierson is highly knowledgeable, thoughtful and smart‘
‘Liz Pierson provided timely and effective support when requested. She was able to guide us through resolving complicated issues step by step.‘
GB Group plc
Animalcare Group plc
- Represented LivaNova, a pharmaceutical company, in setting up a global employee share purchase plan across 25 jurisdictions.
- Advised Kallanish Limited, a media company, on an incentive plan for employees.
- Advised AnimalCare Group on the first operation of its incentive plan following its listing on AIM.
- Advising a FTSE 100 listed company on a bespoke incentive plan for executives of a subsidiary company.
- Advised an advertising industry business on the disposal of a controlling stake to a third party.
At Stephenson Harwood, the employee share schemes and incentives department excels in advising a varied client roster ranging from larger listed corporations and AIM companies to financial institutions and start-ups. The team provides advice regarding share plans, corporate governance issues, and bespoke arrangements such as incentive arrangements. The group also regularly collaborates with the firm’s employment team on handling employees’ appointments and exits from companies; of recent note, practice head Barbara Allen led a cross-departmental team on advising Mark Read on his appointment as chief executive of media and advertising company WPP. Clients also single out senior associate Anika Chandra, who is another key figure on the team.
Other key lawyers:
‘Expert knowledge and practical advice on directors’ remuneration and governance‘
‘A deep understanding not only of various types of share schemes, but also of wider regulatory issues, such as MAR‘
‘The team is very pragmatic, experienced and friendly‘
‘Stephenson Harwood’s team provides pragmatic and honest advice on employee share schemes‘
‘All team members are extremely professional and always willing to assist the clients with finding a solution‘
‘Barbara Allen and Anika Chandra work well together and adopt a joined-up approach to client service; this allows for the transaction to flow seamlessly, which is invaluable in periods which are stressful for the client‘
‘With depth and breadth of experience which give clients great confidence, Barbara Allen is also very approachable and highly responsive‘
‘Barbara Allen is simply impressive‘
‘Anika Chandra and Barbara Allen both have a good eye for detail and are great at spotting potential legal issues early on‘
Bank of Montreal
Hotel Chocolat Group
Arthur J. Gallagher & Co.
Broker Network Partners Holdings
- Advised Acacia Pharma Group on its initial global offering and admission to trading on the regulated market of Euronext Brussels.
- Acting alongside the firm’s employment team, advised Mark Read on his appointment as chief executive of WPP.
- Advised a buyer group on the acquisition of The Instant Group, a global provider of independent flexible workspace.
- Advising a professional corporate trustee on the application of surplus funds in employee trusts.
- Advised Brooks Macdonald Group on the introduction of a new long-term incentive plan.
Taylor Wessing LLP’s tax and incentives department handles matters regarding the share scheme aspects of complex transactions; of recent note, the team is advising the shareholders of materials information technology company Granta Design on the sale of its share capital to ANSYS. The group is very active internationally, particularly in relation to foreign investment, and stands out for its work for a number of US-based clients. Another area of focus for the team is employment tax. Practice head Ann Casey is adept at handling all aspects of share schemes and incentive matters, and has specialist experience in advising technology start-ups. Also noted is Anna Humphrey.
Other key lawyers:
‘Taylor Wessing’s team is highly knowledgeable and responsive, and has up-to-date knowledge of recent developments in the area‘
‘The team is good at transaction support and can scale its resources extremely effectively‘
‘Ann Casey is highly articulate, clear and thorough, and has an excellent working knowledge of current trends‘
Bloom & Wild
- Advised LifeWorks on its acquisition by Morneau Shepell, a Canadian listed entity.
- Advised TrueBlue on its cross-border acquisition of a US-based client of UK recruitment agency TMP Holdings; work included advice on employment tax structuring arrangements.
- Advising Farfetch, an online community of fashion boutiques and global brands, on a corporate reorganisation ahead of its $8bn IPO on the New York Stock Exchange.
- Advising Interactive Investor on its acquisition of Alliance Trust Savings from Alliance Trust.
- Advising Bloom & Wild, an online letterbox flower delivery company, on its Series-C fundraising.
Bird & Bird LLP provides the full range of employee incentives services, with experience in both executive and all-employee share plans and other forms of cash- or stock-based remuneration. Colin Kendon heads the team and acts for clients ranging from multinational corporates to private companies and individuals. Fleur Benns left for Pinsent Masons LLP.
Bryan Cave Leighton Paisner LLP
The share plans and incentives strand of Bryan Cave Leighton Paisner LLP's employee benefits and executive compensation practice works closely with the firm's tax team, and has particular expertise in enterprise management incentive (EMI) schemes. Practice head David Dennison is the key UK contact. Clients include start-ups and growing companies.
‘David Dennison provides an outstanding service with pragmatic advice based on valuable experience and a deep understanding of the legislation and the practical implications for the company. He is also extremely responsive and genuinely helpful.’
The team at Charles Russell Speechlys LLP is experienced in both HMRC approved and unapproved share option plan work, including bespoke employee share plans for multinationals. The team has a specialism in advising on the introduction of UK share plans to other jurisdictions and the adjustment of overseas plans, particularly US-based plans, for UK and European operations. James Carter is the key contact. Martin Griffiths left for Addleshaw Goddard.
Cooley (UK) LLP specialises in the share incentive aspects of public takeovers, UK and cross-border private acquisitions, US mergers, UK and US IPOs, schemes of arrangement, demergers, venture capital investments and private equity transactions. The team regularly advises on the exporting of US and UK equity plans around the world and consults on tax, securities law and labour issues in over 60 jurisdictions. Paula Holland, who has over 25 years of experience in the area, heads the team; Nicola Squire is also noted.
Other key lawyers:
Autolus Therapeutics Plc
YesAcelity LP Inc
SendGrid Inc NoFuze Inc
Web.com Group Inc
Rockley Photonics Limited
- Advised Endava on an equity incentive plan for staff worldwide on its IPO.
- Advised Autolus Therapeutics on an equity incentive plan for staff worldwide on its IPO.
- Advised Renalytix on a share option plan on its IPO.
- Advised Acelity on the acquisition of Crawford Healthcare, negotiated the treatment of existing equity incentive awards and provided drafting and advice on the tax treatment thereof.
- Advised Avecto on its sale to Francisco Partners, relating to the consequences of the transaction for employees in the UK, including complex analysis in relation to those holding EMI options.
Fox Williams LLP handles a broad range of advisory and transactional work, and specialises in advising smaller listed and private companies looking to set up complex bespoke unapproved equity incentive arrangements for key executives and senior employees within the business. These include performance and growth share arrangements, partly paid share structures, tax-efficient share options and joint share ownership plans. Emma Bailey, who focuses on providing advice to smaller listed and non-listed corporate entities and their employees, directors and shareholders, heads the team. Tax director Jo Varia joined from Freshfields Bruckhaus Deringer LLP.
‘Good level of partner support’
Constellation Software Inc.
Jonas Computing (UK) limited
Volaris Group Inc.
Punter Southall Group Limited
Performance Horizon Group Limited
RLT International Limited
Risk First Group Limited
- Advised both the selling shareholders of Corvia Limited (trading as Ticketmaster), and the company itself, on the sale of the entire issued share capital of Corvia Limited to a newly incorporated corporate vehicle.
- Advising in relation to employment-related securities issues and equity incentive arrangements arising in the context of various acquisitions by various companies within the group headed by Constellation Software Inc. (a Canadian listed company).
- Advising John Eric Daniels on his high-profile departure from Lloyds Banking Group.
- Advising Punter Southall Group Limited and certain of its subsidiaries on an ongoing basis in relation to various complex performance share and other equity-based incentive arrangements which they have already, or are looking to, implement.
- Advised First Choice Facilities Services Limited in relation to the implementation of an EMI option scheme for a significant employee it wanted to retain.
Wright Hassall LLP
Wright Hassall LLP, which specialises entirely in employee share schemes, offers advisory, implementation and compliance support on all aspects of share schemes, including traditional HMRC plans (EMI, company share option, save-as-you-earn and systematic investment plans), together with bespoke plans for key management. The team also supports a number of other professional practices on the implementation, advisory and compliance elements of share schemes work and works with a number of key accountancy and legal referral contacts. Practice head John Dormer is highly recommended, and senior associate Sebastian Salt is also noted.
Other key lawyers:
‘Wright Hassall represent the perfect middle ground – they are friendly and approachable like a small firm yet have the knowledge, experience and ambition of a large firm.‘
‘Every piece of advice feels bespoke and tailored. Superb value for money.’
‘Their speed of response is second to none.‘
‘John Dormer is superb and has always exceeded my expectations‘.
‘Sebastian Salt is a very accomplished associate who is extremely responsive and has a great eye for detail.‘
Wedlake Bell LLP
Whistlebrook Holdings Limited
Unit 2 Games Limited
- Provided support to Wedlake Bell’s pensions/incentives group on various share incentive matters for a number of Wedlake Bell’s underlying clients.
- Advised Whistlebrook Holdings Limited (a financial services software developer) in relation to its share incentive arrangements dealing with issues arising from its legacy incentive plans, share restructuring and new management incentives.
- Advised Unit 2 Games Limited (a video games development studio) in relation to designing and implementing new employee share incentive arrangements.
- Advised Solus Ceramics Limited (a leading commercial supplier of a wide variety of tiles) in relation to its incentive arrangements.