Employee Share Option Schemes

Client Intro

Our client is a UK-based supply chain technology business that develops software and technology solutions designed to improve efficiency, visibility and decision-making across complex supply chains.

Case Overview

Andrew Brown, supported by Melissa Chaplow and Caoimhe Leece, advised the company on implementing employee share incentives designed to align key employees with the long-term growth and success of the business.

The project involved the grant of Enterprise Management Incentive (EMI) share options to qualifying employees through standalone EMI option agreements, alongside unapproved share options for employees who did not qualify under EMI legislation. Both arrangements were structured so that options could only be exercised on the occurrence of an exit event, such as a share sale or asset sale, and where a specified value threshold had been achieved.

Our Corporate team advised on the full range of employee share incentive arrangements available to the company and recommended the most appropriate structure based on its objectives and growth plans. We also drafted and implemented all accompanying documentation.

Working alongside the company's accountants, who advised on valuation matters and HMRC clearance, we delivered a tailored incentive solution that enabled the company to reward and retain key personnel while preserving alignment with shareholder objectives.

The matter demonstrates our expertise in the practical implementation of employee ownership and share incentive arrangements for fast-growing businesses and highlights our ability to balance commercial, tax and legal considerations when structuring employee participation.

Client Intro

Our client is a UK-based consultancy group providing specialist health, safety and construction-related advisory services to organisations across a range of sectors.

Case Overview

Palma Percze advised the group on the implementation of a complex employee incentive structure involving an Enterprise Management Incentive (EMI) share option and an existing Employee Benefit Trust (EBT).

The transaction centred on the grant of an EMI option to a key employee representing approximately 5% of the company's issued share capital on exercise. The arrangement required careful structuring to achieve the desired commercial outcome while remaining compliant with applicable tax legislation.

Working closely with the client's tax advisers, our team designed and implemented a bespoke share incentive framework including the creation of a new share class with tailored dividend and capital rights. This required the drafting and adoption of new articles of association reflecting the rights attaching to the incentive shares.

The matter was further complicated by the existence of an Employee Benefit Trust in which the employee was already a beneficiary. We advised on mechanisms designed to prevent duplication of economic benefits between direct share ownership and trust participation, including the preparation of letters of wishes and associated trust-related documentation.

In addition, our team advised on trustee succession arrangements, implemented changes to the trust structure and adopted subsidiary constitutional documentation for the trading entity.

This matter highlights our expertise in designing sophisticated equity incentive arrangements combining EMI options, bespoke shareholder rights and Employee Benefit Trust structures.

Client Intro

Our client is a UK-based media and marketing group operating across digital, creative and communications sectors.

Case Overview

Andrew Brown, supported by Melissa Chaplow, advised the group on the establishment of a company-wide employee incentive programme designed to support future growth and reward key employees.

The project involved creating an Enterprise Management Incentive (EMI) scheme and granting options to participating employees under a formal set of plan rules, supported by individual option agreements. Unapproved share options were also implemented for employees who did not qualify for EMI treatment.

The options were structured to align employee rewards with shareholder outcomes, becoming exercisable only upon a future exit event, such as a share or asset sale, and subject to the achievement of a significant value threshold.

In addition to implementing the incentive arrangements, our Corporate team advised on a subdivision of the company's share capital to ensure the intended allocation of option rights could be achieved. We also revised and updated the company's articles of association to accommodate the new equity structure and ensure alignment with the existing shareholder arrangements.

Working closely with the company's accountants, who advised on valuation, tax and HMRC clearance matters, we delivered a comprehensive solution combining incentive planning, constitutional amendments and share capital reorganisation.

The matter demonstrates Myerson's expertise in implementing employee ownership and equity incentive strategies while integrating them within a company's broader capital and governance structure.

Client Intro

Our client is a UK-based care services group operating residential care homes and related healthcare facilities.

Case Overview

Chris Moss, supported by Charlotte Peers, advised the group on the implementation of two formal growth share schemes as part of a wider corporate reorganisation.

The incentive arrangements were designed to reward future value creation and align key individuals with the long-term success of the business. Working closely with the client and its specialist tax advisers, our team helped design and implement bespoke growth share structures incorporating tailored hurdle rates, growth triggers and exercise conditions.

The transaction required the creation of two new classes of shares together with the drafting and adoption of new articles of association containing detailed provisions governing participation rights, valuation methodologies and future shareholder arrangements.

Particular care was required to ensure the incentive arrangements integrated effectively within the wider group restructuring while delivering the desired commercial and tax outcomes for management and shareholders alike.

With a potential value of up to £10 million, the transaction represents a significant example of our experience in advising businesses on sophisticated equity incentive structures and highlights our ability to combine employee ownership expertise with complex corporate reorganisation work.

Working alongside the client's tax advisers, our team delivered a tailored solution designed to support both immediate strategic objectives and the group's long-term growth plans.