EMI—rollover of options

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • EMI—rollover of options
  • What is an EMI rollover?
  • Reasons for using an EMI rollover
  • Circumstances in which an EMI rollover can be used
  • Eligibility criteria which must be satisfied for an EMI rollover
  • Eligibility criteria in relation to the acquiring company
  • Eligibility criteria in relation to the employees
  • Eligibility criteria in relation to the options
  • Timing of an EMI rollover
  • The effect of granting a replacement option
  • More...

EMI—rollover of options

EMI Review: In the Spring Budget 2020, the government announced that it will review the enterprise management incentives (EMI) scheme (see News Analysis: Spring Budget 2020—Tax analysis). On 3 March 2021, the government published a call for evidence regarding a possible expansion of EMI schemes. This seeks views on the current EMI scheme to assess the effectiveness of its targeting and whether more companies should be able to access the scheme to recruit and retain the key talent they may need to grow and scale up. For further information, see Enterprise Management Incentives: call for evidence.

The criteria for an enterprise management incentives (EMI) rollover are complex, this note will examine:

  1. what is an EMI rollover?

  2. the reasons for using an EMI rollover

  3. the circumstances in which an EMI rollover can be used

  4. the eligibility criteria which must be satisfied for an EMI rollover, including:

    1. the eligibility criteria in relation to the acquiring company

    2. the eligibility criteria in relation to the employees, and

    3. the eligibility criteria in relation to the options

  5. the timing of an EMI rollover

  6. the effect of granting replacement options, and

  7. common misunderstandings and mistakes relating to EMI rollovers

For a checklist to help establish whether EMI options over shares in a company that is subject to a change of control may be exchanged for options on the same terms over

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