Employee Share Schemes – A Guide for Directors

• Introduction
  • Main types of employee share scheme
    • Statutory and non-statutory schemes
    • Non-employees
  • Effectiveness of schemes
  • Articles and capital structure
  • The ABI guidelines
  • Use of share schemes by unquoted companies
• Choosing the right share scheme
  • Clarifying company objectives
  • Attracting and retaining key staff
  • Improving staff morale and commitment
  • Conserving cash
  • Succession planning
  • Tax saving
  • Dilution of equity
  • When statutory schemes are unsuitable
    • Very small companies
    • Companies that are not independent
    • Non-qualifying share capital
    • Partnerships, charities and trusts
  • LTIPs
  • Some practical issues
    • Complexity and administration
    • Confidentiality
    • Employees who leave
  • Communicating with employees
• Underlying tax principles
  • Restricted shares
    • Employee elections
  • Convertible securities
  • New ventures
  • Gifts of shares
  • Capital gains tax
    • Entrepreneurs' relief
    • Sale by instalments
  • PAYE and NICs
    • NIC elections
  • Internationally mobile employees
  • Stamp duty
  • Corporation tax
  • Transfer pricing
• All-employee share ownership
  • The Share Incentive Plan
    • Awards
    • Tax treatment
    • Approved Share Incentive Plan: Summary
    • "Similar terms"
    • The SIP Trust
    • Eligibility
    • Partnership shares
    • Matching Shares and Dividend Shares
    • Employer and trust tax treatment
• Acquisition of securities by employees
  • The SAYE Option Scheme
    • Approved SAYE Share Option Scheme: Summary
    • Tax treatment
    • Eligibility
    • Costs
  • Deferred Purchase Plan
    • Notional loan
    • Realising the gains
  • Joint Ownership Plan
• Acquisition of securities by employees
  • The SAYE Option Scheme
    • Approved SAYE Share Option Scheme: Summary
    • Tax treatment
    • Eligibility
    • Costs
  • Deferred Purchase Plan
    • Notional loan
    • Realising the gains
  • Joint Ownership Plan
• Targeted incentives for key employees
  • Non-statutory share option schemes
    • Tax treatment
    • Statutory schemes
  • The Enterprise Management Incentive
    • Independence
    • Exercise price
    • Enterprise Management Incentive: Summary
    • Other option terms
    • Scheme limits
    • Eligibility of employees
    • Eligible activities
    • Disqualifying events
    • Implementation
  • The CSOP Scheme
    • Eligibility
    • The Approved Company Share Option Plan: Summary
• Employee benefit trusts
  • An internal market for private company shares
    • Operation of the market
    • Implications of an internal market
  • Warehousing of employee shares
    • Use of employee trust
    • Treasury shares
  • Selection of trustees
  • Powers and responsibilities of trustees
    • Offshore trustees
    • Share purchases and succession planning
    • Share purchase by company
    • Purchase by employee trust
    • Deferred shareholder sale
    • Succession planning
  • Treatment of non-share benefits
  • Other tax issues
    • Tax on settlor retaining interest
    • Possible association of beneficiary with trustees
    • Time-based charges on discretionary trusts
    • Relief for tax paid by trustees
  • Termination of trusts
• Share capital considerations
  • Non-voting shares
  • Use of shares in subsidiary companies
  • Loss of rights on leaving employment
  • Other restrictions on shares
  • Financial assistance
  • Take-overs and demergers
    • Demergers
• Valuing company shares
  • Valuation of sustainable earnings
  • Adjustments to the price earnings ratio
  • Alternative methods of valuation
    • Other considerations
  • Obtaining agreed valuation
    • Statutory schemes
    • Non-statutory schemes
    • Documentation
• Implementing a share plan
  • Approval by HM Revenue & Customs
    • Anti-avoidance disclosure
    • Rulings and guidance from HM Revenue & Customs
  • Adapting foreign schemes
    • UK Parallels
    • Non-domiciled employees
  • Employee communication
    • A publicity campaign
    • Explanatory literature
    • Face to face presentation
    • Intranet/extranet sites
    • Continued communication
  • Securities regulations
    • Financial Services and Markets Act 2000
    • UK Listing Authority regulations
    • European Prospectus Directive
• Administration and reporting
  • Tax reporting
    • Reporting by employees
    • Operating PAYE
    • Paying dividends
  • Accounting requirements
    • Expensing share awards
    • Vesting conditions
    • Shares held by employee trusts
  • Quoted company reporting
  • Communicating with employees
• Plan design: summary checklist
• Glossary
• Contacts