Employee share schemes

A friendly, approachable team with excellent technical knowledge.

Chambers UK
Corporate Tax

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Our multi-disciplinary share incentives team delivers comprehensive solutions to businesses seeking to provide share incentives to their employees, directors and other service providers. We can take you from the initial stages of designing and structuring arrangements, through their implementation to assisting with exits.

Employee share schemes offer an excellent way to supply focused incentives, often in a tax efficient manner and boost employee engagement. At Penningtons Manches, we advise companies, large and small, across a broad range of sectors but have particular expertise in acting for high growth technology and life sciences companies for whom employee share schemes are a key part of their remuneration packages.

This is a complex area where high quality, professional guidance is essential to ensure that companies avoid tax and other traps. Our specialist lawyers combine corporate, tax, employment and trusts expertise to provide a complete service.

We advise on and implement a range of tax-efficient solutions, including employee management incentive option schemes. Where tax-advantaged schemes are not suitable, due to eligibility requirements or other issues, we have considerable experience in implementing other kinds of employee incentive plans to optimise both the incentive effects and the tax position.

While tax-efficiency is a key concern, we never forget that when allocating shares to employees, even under options, shareholders are giving away part-ownership of the business. It is essential that key legal documentation deals appropriately with complications that can arise from employee shareholdings, such as good leaver/bad leaver issues, and the handling of a sale or flotation of the company. 

Our experience with share schemes and corporate transactions allows us to give clear, practical support to ensure the arrangements contain all the necessary legal protections and to minimise the risk of destroying shareholder value.

We offer expert advice on:

  • enterprise management incentive (EMI) schemes
  • unapproved share option schemes
  • growth shares
  • restricted share arrangements
  • company share option plans (CSOPs)
  • share incentive plans (SIPs)
  • employee benefit trusts (EBTs)
  • nil paid shares
  • long term incentive plans (LTIPs) and phantom share schemes

Recent work highlights

Flexible option

Advising a successful VC-backed technology company on the design and implementation of its growth share scheme which recognised the high value of its ordinary shares and sat alongside the complex waterfall rights of its investors.


Transatlantic teamwork

Establishing share incentive schemes for numerous companies which are compatible with EMI and US incentive stock options by working closely with US attorneys.


Media strategy

Acting for a high-growth digital media business on the implementation of a share incentive scheme over tracker shares whose rights were limited to the value of one of the group’s subsidiary companies.

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Penningtons Manches LLP

Penningtons Manches LLP is a limited liability partnership registered in England and Wales with registered number OC311575 and is authorised and regulated by the Solicitors Regulation Authority. San Francisco is an associated office.

Penningtons Manches LLP