Shearman & Sterling

This Practice Note, produced in partnership with Shearman & Sterling LLP, sets out the initial considerations that the parties to a cross-border/international joint venture (JV) (ie where one or more of the JV parties is based outside the UK and they intend to form a JV outside the UK) should bear in mind, including initial due diligence (DD), preliminary documents and negotiations, the form of the JV and documenting the JV.

This Practice Note, produced in partnership with Shearman & Sterling LLP, considers board and management issues for cross-border/international joint ventures (JVs) (ie where one or more of the JV parties is based outside the UK and they intend to form a JV outside the UK). It also examines board and shareholder control and protections and anti-bribery and corruption issues.

This Practice Note, produced in partnership with Shearman & Sterling LLP, considers high level tax planning matters and issues that arise on contributions to, and withdrawals from, a cross-border/international joint venture (JV) (ie where one or more of the JV parties is based outside the UK and they intend to form a JV outside the UK). It examines the transfer of assets, shareholder and third party funding, currency/foreign exchange controls and employee/secondee issues.

This Practice Note, produced in partnership with Shearman & Sterling LLP, considers issues that arise on termination of cross-border/international joint ventures (JVs) (ie where one or more of the JV parties is based outside the UK and they intend to form a JV vehicle outside the UK), including as a result of default, deadlock, dispute and exit. It also examines the following dispute resolution methods on termination: mediation, expert determination, arbitration and litigation.

This Practice Note considers the practical and legal issues that arise when advising on a cross-border private M&A transaction. It focuses on the key jurisdictional differences which affect the drafting of the share purchase agreement, comparing differences between the laws and practices in the UK, the US and European civil law jurisdictions. Produced in partnership with Michael Scargill of Shearman & Sterling.

This Practice Note considers the foreign service exemption, which applies to payments that would otherwise be taxable as payments on termination within section 401 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), where the employee worked all or part of the employment period overseas. This Practice Note reflects the regime as it was amended from 6 April 2018. This Practice Note was produced in partnership with Sam Whitaker of Shearman & Sterling LLP.

This Practice Note covers the circumstances in which tax-free payments can be made on the termination of an employment or office. The payment may be exempt because it falls within the £30,000 exemption, because it is fully exempted under the relevant legislation, or because it is not treated as employment income in the first place. This Practice Note sets out the changes to the regime which took effect from 6 April 2018. This Practice Note is produced in partnership with Sam Whitaker of Shearman & Sterling LLP.

This Practice Note considers the tax treatment of payments made under a settlement agreement (formerly known as a compromise agreement), under which an employee and employer agree that the employee will not pursue a statutory or contractual claim against the former employer. These include payments in respect of compensation, restrictive covenants and legal fees. This Practice Note also considers the PAYE implications of post-employment payments, tax indemnities and the risk of HMRC challenging the tax treatment. This Practice Note sets out the post-6 April 2018 regime. This Practice Note is produced in partnership with Sam Whitaker of Shearman & Sterling LLP.

This Practice Note explores the issues relating to the taxation of termination payments, ie payments made on or following the termination of employment. It includes the income tax provisions under which a termination payment could be taxed, eg a general earnings charge or a specific employment income charge; payments in lieu of notice (PILONs) and the implications of settlement agreements. This Practice Note sets out the changes to the regime which took effect from 6 April 2018. This Practice Note is produced in partnership with Sam Whitaker of Shearman & Sterling LLP.

This Practice Note covers the specific deeming provisions that impose an income tax charge on payments and benefits on termination of, or change in the duties or functions of, an office or employment that are not otherwise chargeable, including the exemption for the first £30,000 of such a termination payment. It also considers the PAYE and NICs implications of such termination payments. This Practice Note sets out the changes to the regime which took effect from 6 April 2018. This Practice Note is produced in partnership with Sam Whitaker of Shearman & Sterling LLP.

This Practice Note outlines the principles underlying whether a payment or other benefit made in connection with the termination of an office or employment is taxable as earnings (or emoluments) under section 62 of the Income Tax (Earnings and Pensions) Act 2003. This Practice Note considers the income tax and National Insurance contributions treatment of termination payments constituting earnings, as well as briefly outlining the PAYE implications. This Practice Note sets out the changes to the regime which took effect from 6 April 2018. This Practice Note is produced in partnership with Sam Whitaker of Shearman & Sterling LLP.

Clawback (sometimes also referred to as ‘real’ or ‘hard’ clawback) incorporates into the terms of incentive awards the right to reclaim value from participants once it has been delivered to them. This Precedent is a stand-alone clawback agreement and might be used where, for example, a bonus has been awarded by the company and the company wishes to impose additional clawback conditions. This Precedent is written in partnership with Sam Whitaker of Shearman & Sterling (London) LLP.