Emotional distress describes psychological suffering (anxiety, humiliation, anguish or upset) claimed as harm or as a head of damages. It is not a defined legal term; courts in England & Wales, Scotland, Northern Ireland and Ireland commonly refer to psychiatric injury, nervous shock, distress or injury to feelings.In negligence, compensation usually requires a recognised psychiatric illness; mere distress, grief or worry is insufficient. Control tests apply (primary/secondary victim rules in England & Wales and Northern Ireland; analogous tests in Scotland; in Ireland, the Kelly v Hennessey criteria).Distress without clinical illness can be recoverable where specific regimes allow it, including:- Harassment (Protection from Harassment Act 1997 in England & Wales and Scotland; Protection from Harassment (Northern Ireland) Order 1997);- Data protection (UK GDPR/Data Protection Act 2018; EU GDPR in Ireland) for non-material damage;- Discrimination and whistleblowing detriment (Equality Act 2010 and NI/Irish equivalents) via injury to feelings;- Defamation/misuse of private information; and- Contract where the object is pleasure or peace of mind.Practically, plead the correct head of loss and evidence: medical diagnosis for psychiatric injury; factual impact for injury to feelings. Usage is broadly consistent across the jurisdictions, subject to the noted tests.

Self-awareness Self-regulation Motivation Empathy Social skills What is it? Knowing one’s strengths, weaknesses, drives, values and impact on others. Controlling and redirecting disruptive impulses and moods. Relishing achievement for its own sake. Understanding other people’s emotional makeup. Building rapport with others to move them in desired directions. Indicators Self-confident, actively seeks out feedback, listens and takes on board constructive criticisms. Consistent behaviours, perceived as trustworthy and stable, can be relied upon to give fair and objective feedback. Being

Persons satisfying case law tests for employee status qualify for the broadest scope of employment protections. Statutory definitions of employee vary. The Employment Rights Act 1996 defines employee as an individual who has entered into or works under (or, where the employment has ceased, worked under) a contract of employment.

EBT is an acronym for ‘employee benefit trust’, which is a type of discretionary trust which is set up primarily for the benefit of employees and former employees of a company (or parent company) and those of its subsidiaries and certain dependents.

This DEED is made on [insert date on which this deed is executed by all parties] Parties 1 [Insert name of Company] whose registered office is at [insert address of registered office] and whose registered number is [insert registered number of Company] (the Company); and 2 [Insert name of Trustee] whose registered address is at [insert address] [and whose registered company number is [insert registered company number of Trustee]] (the Original Trustee). Background (A) The Company wishes to establish a trust to be known as the [insert name of EBT] with a view to encouraging, motivating and retaining Employees working for Group Companies by providing benefits to such Employees and their dependants. (B) The Company has paid to the Original Trustee the sum of £[insert initial settlement amount] as the initial Trust Fund. (C) It is envisaged that the Trustees will hold the Trust Fund on the trusts declared in this Deed for the benefit of the Beneficiaries, exercising such powers and duties as set out in this Deed. (D) It is envisaged that further property will be added to the initial Trust Fund from time to time

The Employee Tax Advantaged Share Scheme User Manual (ETTASUM) is HMRC’s guidance relating to tax advantaged share schemes.

A trust established to hold assets to provide benefits for the employees of a company or group of companies. Such assets may include shares in the relevant company, with implications for the rules on mandatory offers under Rule 9 (see Note 5 on Rule 9.1).

Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the entire issued share capital of [insert name of target company] incorporated in England and Wales under number [insert company number] (the Company) from [insert seller name] (the Seller) (the Proposed Acquisition). This questionnaire is designed to enable the Buyer, the Buyer’s solicitors and other professional advisers involved in the Proposed Acquisition to obtain the information which the Buyer requires in relation to the Company’s or its Group’s employee benefit trust(s) (EBTs) to assist in the valuation of the Company and assessment of the risks associated with the Company’s EBT(s) (including any employee ownership trusts (EOTs)). Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire. Unless

Employee benefit trusts (EBTs) are a type of discretionary trust which is primarily established to enable companies to provide shares, cash or other benefits to their employees. They are commonly used to support employee share schemes and to encourage wider employee share ownership. For further more general information on EBTs, see Practice Note: What is an employee benefit trust? This Practice Note looks at the impact that private company sale transactions can have on EBT arrangements involving shares and the practical challenges facing companies operating them. It should be noted that additional issues can arise in relation to share trading events on a PISCES. For details of these, see Practice Note: PISCES and share incentive arrangements. Understanding the nature of the EBT’s shareholding One of the first things to consider when looking at the impact of a potential corporate transaction on an EBT is the nature of the EBT’s shareholding (which will be held by the trustee or trustees of the EBT (the Trustee)). It will be necessary to establish

Overview of potential IHT charges It is important when establishing or operating an employee benefit trust (EBT) that the potential for Inheritance Tax (IHT) charges to arise is considered carefully. The following questions should be asked: • does the EBT meet the requirements of section 86 of the Inheritance Tax Act 1984 (IHTA 1984) (a section 86 trust)? • does the EBT have sub-trusts (and if so, is it still a section 86 trust)? • is the company funding the EBT a close company? • how are the beneficiaries intended to receive benefits from the EBT? Inheritance tax issues for the trustees of an EBT As a general rule, property comprised in a discretionary settlement such as an EBT is subject to the IHT regime. Where an IHT charge arises, it is payable by the trustees of the settlement. However, trusts which are for the benefit of employees which meet the specific requirements of IHTA 1984, s 86 ('Section 86 trusts') qualify for various exemptions from the IHT regime (such

This Practice Note covers the application of the Investment Association (IA) remuneration principles to employee benefit trust (EBT). The principles are contained in the IA Principles of Remuneration. The IA remuneration principles—key messages Pension, insurance and similar companies often invest their customer’s money in British equities. Such institutional shareholders represent a fairly large proportion of the shareholders of companies on the London Stock Exchange and other exchanges. The IA represents its members and is vocal on what it considers is important in terms of senior executive remuneration. The IA Principles of Remuneration are fairly wide ranging and cover many areas of executive remuneration. They indicate the parameters considered by the members of the IA to be important when setting remuneration policies and structures, as well as in respect of the role of the remuneration committee. Some of the main IA positions to bear in mind when considering employee share schemes including EBTs are as follows: • when designing plans, unnecessary complexity should be discouraged • remuneration policies should be set to promote long-term

FORTHCOMING CHANGE: As announced at Autumn Budget 2024, the government commissioned an independent review of the loan charge. The review, announced on 23 January 2025, was to ‘examine the barriers preventing those who are subject to the loan charge but have not already settled and paid their tax liabilities in full from reaching resolution with HMRC’ and was tasked to ‘recommend ways in which they can be encouraged to settle with HMRC’ (see News Analysis: Autumn Budget 2024—Independent review of the loan charge). To assist with the review, a call for evidence, aimed at those who remain subject to the loan charge (and their advisers), was published on 28 March 2025. The Final Report of the review was published, along with the government response, at Budget 2025 on 26 November 2025. The Final Report concluded that the loan charge ‘failed as a mechanism to resolve the tax affairs of [affected] taxpayers, largely because it was not married with a settlement strategy that was both commensurate to the extraordinary legislation