Types of share incentive scheme

Almost all listed companies offer some form of share scheme or incentive to their executive directors and employees. Shares schemes and incentives are also offered by many other companies, private and public. For a brief guide to such schemes, see Practice Note: Introduction to employee share ownership schemes.

Reasons for adopting share schemes and incentives

The main reason for offering share schemes and incentives is to recruit, retain and motivate employees. They often supplement low salaries and avoid the cash flow issues associated with paying cash bonuses. Share schemes and incentives are also used to help align the interests of employees, particularly senior executives, with those of shareholders, the aim being to encourage senior executives to consider the best interests of shareholders in their management of the business.

Share schemes and incentives can also reduce employment costs. Tax legislation has been used to put in place specific share scheme and incentive structures that offer valuable tax breaks, both to companies and employees.

For more information as to why a share scheme or incentive may be put in place, see Practice

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High Court clarifies position of sole directors under Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd and others)

Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be of interest to insolvency practitioners, corporate and restructuring lawyers, sanctions lawyers, and businesses and individuals which are affected by sanctions. Firstly, it clarifies the position of sole directors under the Model Articles for private limited companies. The court ruled that a sole director can validly pass board resolutions and bind the company, regardless of whether they have always been the sole director or were previously part of a multi-member board. This interpretation resolves conflicts between Article 7(2) and Article 11(2) of the Model Articles, with the court favouring Article 7(2)'s provisions. Secondly, the case examines the interaction between UK sanctions regulations and the in-court appointment of administrators. The court determined that making an administration application and order does not breach asset-freezing sanctions, even when the company is designated or controlled by a sanctioned person. While an Office of Financial Sanctions Implementation (OFSI) license is typically required for administrators to act, the court retains discretion to make immediate appointments in urgent situations. Written by Joshua Ray and Duncan Henderson, partners at CANDEY, which acted for the First and Second Applicants on this matter.

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