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NEWS
Dispute Resolution analysis: In this judgment on appeal, Mr Justice Richards has confirmed that where a court finds that a claimant has abused the process of the court by warehousing a claim and failing to prosecute it, the consequence should (as a starting point) be the striking out of the claim. That sanction is to be imposed unless compelling reasons to the contrary can be shown. Written by Phillip Patterson, barrister, Gatehouse Chambers.
PRACTICE NOTES
This Practice Note explains how nurturing and developing home grown talent can be beneficial to a firm, keeping important skills and knowledge in-house as well as being a useful motivational tool for ambitious and talented individuals. Recruitment is an expensive and time-consuming activity, especially when you are recruiting to fill senior level positions—growing your own leaders can be far more time and cost-effective. This Practice Note covers: • how to spot potential • coaching and development for leaders • personal development plans for future leaders • delegation • succession planning How to spot potential The most important question you must ask yourself is: what leadership skills do we need now and will we need in the future? You need to know exactly what you are looking for before you can start looking for it. Key skills required of leaders include the ability to: • drive and manage change • identify and develop future talent • foster creativity and innovation • coach and develop others • execute the organisation’s strategy • build customer satisfaction and loyalty • improve employee engagement
GLOSSARY
A grower basket is a type of soft cap basket which has the potential to grow in line with EBITDA. It is commonly used to provide flexibility to negative undertakings relating to disposals, acquisitions and financial indebtedness. Basket may be expressed as the greater of a specific figure and a percentage of EBITDA.
GLOSSARY
Growth shares, also sometimes referred to as value shares or hurdle shares, are a type of employee share incentive arrangement which involves a specially constituted class of shares which have restricted rights.
GLOSSARY
See Development capital
NEWS
Law360: Insurance premium growth in Britain is expected to stabilise in 2025 amid falling costs, a consultancy said on 17 February 2025, as it warned of potential storm clouds on the horizon caused by 'geopolitical' developments.
PRACTICE NOTES
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT will, in 2027, be replaced with a single, self-assessed tax on transfers of securities, the securities transfer tax (STT) (formerly referred to as the securities transfer charge or STC), that will be paid (and reported) through electronic transfer systems such as CREST or, where appropriate, a new online portal. Draft legislation for the STT was published on 13 July 2026, along with explanatory notes, a policy paper and the outcome of the higher rate 1.5% stamp tax consultation. Subject to exemptions, the STT draft legislation includes a main charge of 0.5% for agreements to transfer chargeable securities to another person for consideration in money or money’s worth and, for transfers to a clearance service (CS) or depositary receipt issuer (DRI), a higher-rate charge of 1.5%. The main charge arises when an agreement is made or, in the case of a conditional agreement, when the conditions are satisfied, although, where the agreement is not electronic, the STT charge
NEWS
Dispute Resolution Analysis: There has been a recent increase in group litigation claims in England and Wales including competition actions, financial services claims and personal injury claims. Product liability claims have existed for a long time, but England and Wales are seeing a rise in this type of litigation, which may also be commenced as a group action. In this article, Sophia Whiteman of Lanier, Longstaff, Hedar & Roberts LLP, briefly outlines the legal principles which apply to a typical product liability claim and discusses the factors which are likely to have contributed to the growth of these claims in England and Wales.
PRACTICE NOTES
What are growth shares? Growth shares, also known as value shares or hurdle shares, are a special class of shares that have restricted rights. These rights are designed to allow employees only to participate in post-acquisition increases in the value of the company. They therefore tend to have a similar economic effect to an option with a market value (or premium) exercise price. For a comparison between growth shares and share options, see Practice Note: Growth shares—practical examples and comparisons with options. Key elements of growth shares are as follows: • the employee subscribes for the growth shares at the outset—this differs from a share option or conditional share award, as these are structured so that the employee only receives the shares on a future date once certain conditions have been met • the key tax benefit of structuring the growth shares in this way is that any growth in value of the company after the employee has subscribed for the growth shares should be subject to capital gains tax (CGT) treatment as opposed to being within the
PRACTICE NOTES
What are growth shares? Growth shares are ordinary shares that do not participate in the relevant company’s capital value until a specified value hurdle has been achieved. The value hurdle may be set at the market value of the company on the date of subscription, or (more typically) at a premium above the initial equity value. Once the hurdle has been achieved, the growth shares can participate on any basis, often ranking pari passu with the other ordinary shares on value generated over the hurdle, but sometimes incorporating features such as ‘catch up’ provisions, ratchets or other similar features, all of which can have an impact on their initial valuation. The return attributable to growth shares can be capped, if desired, although many companies will choose not to apply a cap to avoid limiting any incentive opportunity for management. For further information on growth shares more generally, see Practice Note: Growth shares (value shares). Why issue growth shares? The main purpose of offering growth shares is to incentivise participants to create future value,
PRECEDENTS
[INSERT NAME OF COMPANY] growth SHARES This term sheet summarises a proposal to incentivise key employees of [insert name of company] (referred to below as the ‘Company’) by allowing those employees to subscribe for a new class of shares in the Company (Growth Shares). All issues raised in this document are for discussion purposes and each should be considered carefully before implementation. 1 Overview Under the terms of the proposal, participants will subscribe directly for Growth Shares. The Growth Shares will have rights which are designed to allow employees to participate only in post-acquisition increases in the value of the Company in the event of an IPO or liquidation, or where more than [Insert percentage]% of the Company's ordinary shares are sold (in each case, referred to in this note as an ‘Exit’). When an Exit occurs, the Growth Shares will carry an entitlement to share in part of the Exit consideration, provided that the purchase price paid to shareholders of the Company is greater than a pre-determined threshold amount (the Threshold Price). The holders of Growth
PRACTICE NOTES
What are growth shares? Growth shares, also known as value shares or hurdle shares, are a specially constituted class of shares which have restricted rights. These rights are designed to allow the growth shareholder to participate only in post-acquisition increases in the value of the company on a capital return to shareholders once a pre-determined value hurdle has been achieved. They therefore tend to have a similar economic effect to an option with a market value or premium exercise price. For more details on key features of growth shares and the circumstances in which they may be an appropriate structure for a company to incentivise its employees, see Practice Note: Growth shares (value shares). In order to appreciate the returns and the tax treatment applicable to growth shares, it is interesting to compare growth shares with enterprise management incentives (EMI) options and unapproved options. For general information on EMI options, see Practice Note: Introduction to enterprise management incentives (EMI) schemes. For background on unapproved options, see Practice Note: Unapproved share options. Example—impact