Corporate transactions and share incentives

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Corporate transactions and share incentives guidance:

This Practice Note describes: • what corporate governance is • corporate governance for private companies • the UK approach to corporate governance in relation to share...

Practice Note

What is a cashless exercise of options? The ‘cashless exercise’ of options or a 'cashless exercise facility' refers to the mechanism by which share options can be...

Practice Note

Additional definitions Option Holders [insert list of Option Holders who are exercising their Options or refer to relevant schedule of Option Holders]; Options the...

Precedents

The Consumer Credit Act 1974 (CCA 1974), the Financial Services and Markets Act 2000 (FSMA 2000) and the Financial Services and Markets Act 2000 (Regulated Activities...

Practice Note

This Practice Note focuses on some key corporate issues that arise in the context of share incentives including: • the company law requirements that do not apply (or...

Practice Note

This practice note details the obligations placed on quoted companies in respect of the establishment, implementation and operation of a deferred share bonus plan. For a...

Practice Note

This Practice Note describes: • what is meant by 'disguised remuneration' • the basis of the disguised remuneration charge, and • the tax implications of a disguised...

Practice Note

An earn-out is a particular way of structuring the consideration payable for the acquisition of shares in a company (the Target) where at least part of the price is to be...

Practice Note

Employee benefit trusts (EBTs) are a type of discretionary trust which are primarily established to enable companies to provide shares, cash or other benefits to their...

Practice Note

Relevance of the takeover code to share acquisitions by an EBT It may be necessary to consult the Takeover Panel (Panel) in certain circumstances if the trustee of an...

Practice Note

The meaning of financial assistance—overview Financial assistance is a term defined by the Companies Act 2006 (CA 2006). In summary it is any form of assistance given by...

Practice Note

The Financial Services and Markets Act 2000 (FSMA 2000) is the principal legislation governing the financial services sector and regulating securities and investments in...

Practice Note

This form is important and requires your immediate attention If you are in any doubt about the Offer, the contents of the Offer Document or Letter or the action you...

Precedents

FORTHCOMING CHANGE: The EU Fifth Money Laundering Directive (5MLD) was published in the EU official journal on 19 June 2018 and came into force on 9 July 2018. The...

Practice Note

Private equity backed companies The issues facing private equity backed companies when using shares to incentivise employees are similar to those faced by all companies....

Practice Note

1 by this power of attorney made on [insert date on which the appointor executes the power of attorney] I [insert name of option holder] (the Appointor) of [insert...

Precedents

What is a joint venture? A joint venture (JV) is a commercial arrangement entered into by two or more independent parties whereby each party agrees to develop, often for...

Practice Note

What is a joint venture? A joint venture (JV) is a commercial arrangement entered into by two or more independent parties whereby each party agrees to develop, often for...

Practice Note

Understanding the impact of a corporate transaction on the company's share incentives If a company is subject to a corporate transaction, this will often have an impact...

Practice Note

Brexit: For details of the potential impact of Brexit on the Listing Rules, see Practice Note: Brexit—UK listing and prospectus regime. Introduction to the Listing Rules...

Practice Note

The use of malus and clawback The concept of withholding or even recovering value from executives if a material adverse event occurs following the award of...

Practice Note

Significance of the target company's share incentive arrangements in the event of a transaction A potential purchaser will typically wish to avoid having any minority...

Practice Note

This Practice Note describes: • what 'restricted securities' are, and • how restricted securities are taxed The Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003)...

Practice Note

A company may need to raise additional capital for a number of reasons. This may be to fund an acquisition it wants to make or to meet ongoing financial obligations....

Practice Note

THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or the action you should take, you are recommended to seek your...

Precedents

Background Companies incorporated under the Companies Act 2006 (CA 2006) are either established on a limited or unlimited basis. This means that the liability of the...

Practice Note

A AIMA securities market owned and operated by the London Stock Exchange plc, with lighter entry requirements and continuing obligations than the main regulated markets....

Practice Note

Introduction An initial public offering (IPO), is the first sale of stock by a company to the public. For further details on what an IPO involves, see: IPO—Main...

Practice Note

Brexit: For details of the potential impact of Brexit on the continued operation of MAR in the UK, see Practice Note: Brexit—UK listing and prospectus regime—Key areas of...

Practice Note

What is a demerger? A demerger is a type of corporate reconstruction that divides businesses carried on by a company (or group of companies) so that, after the demerger,...

Practice Note