The following Share Incentives guidance note Produced in partnership with Renu Birla provides comprehensive and up to date legal information covering:
Typically when a company adopts a new plan, it will initially plan to satisfy awards either:
using newly issued shares, or
using shares purchased in the market usually through the establishment and use of an employee benefit trust (EBT) which will acquire shares in the market or from individual shareholders in order to satisfy awards granted under the company’s share plans
This Practice Note considers the practice of share hedging for the purposes of an employee share plan and the main issues that must be addressed in order to manage the potential costs, and the financial risks of share hedging.
In summary, a company must balance:
the need to purchase sufficient (but preferably not surplus) shares in advance of the exercise of options/acquisition of shares by employees, and
the need to reduce the costs of doing so by buying them when the share price is low (share hedging)
Companies operating share plans (involving the grant of options and/or direct share acquisitions) commonly need to ensure that they adhere to concerns regarding:
the dilution of existing shareholder interests—where appropriate, taking into account institutional shareholder guidelines such as those of the Investment Association (IA) and the Pensions and Lifetime Savings Association (formerly known as the National Association of Pension funds) (see Practice Note: Directors’ remuneration—institutional investor
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