Jonathan Fletcher Rogers

This Practice Note examines the characteristics of the most common US all-employee plan—the employee stock purchase plan (ESPP) and the main UK all-employee plans—the save as you earn (SAYE) and the share incentive plan (SIP). It also compares US incentive stock options (ISOs) to the main two tax-advantaged discretionary plans in the UK—the company share option plan (CSOP) and the enterprise management incentives (EMI) plan. Finally, it compares the most common forms of non tax-advantaged share schemes in both jurisdictions. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard. LLP

This Practice Note looks at the income tax and National Insurance contributions (NICs) treatment of share incentive plan (SIP) awards granted under a SIP which qualifies under Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003 (ie is a ‘Schedule 2 SIP’). This Practice Note looks at how each type of SIP award is taxed including an examination of the PAYE and NICs treatment of such SIP awards in the event of cessation of employment and change of control of the SIP company. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

This Practice Note looks at the valuation issues that arise in relation to awards made under a share incentive plan (SIP) which qualifies under Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003.

This Practice Note looks at the capital gains tax (CGT) implications in connection with a share incentive plan (SIP) which qualifies under Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003 (ie a ‘Schedule 2 SIP’). It considers the CGT position for the SIP trustees, the participants in the SIP and the individuals who dispose of shares into a SIP. It also looks at the corporation tax implications for the employing company of the participants in a SIP and the company that establishes a SIP (if different).

This Practice Note looks at the impact of reorganisations and demergers on subsisting awards made under a share incentive plan (SIP) which qualifies under Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard LLP.

This Practice Note looks at the type of companies that qualify to operate a share incentive plan (SIP) and the legislative conditions that the shares to be acquired under the SIP need to satisfy. In common with the other HMRC tax-favoured plans, the legislation contains very prescriptive conditions. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

The share incentive plan (SIP) legislation is very prescriptive in relation to the requirement for a trust to be operated in conjunction with a SIP and in relation to the form that such a trust must take. The legislation is also very strict in relation to the permitted rights and obligations of the trustees. This Practice Note looks at what requirements apply to SIP trusts as well as the trustees of such trusts. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

This Practice Note sets out the self-certification, registration and filing requirements that apply to share incentive plans (SIPs). It summarises the HMRC review and approval regime that applied until 6 April 2014. It then sets out the notification requirements that have applied since 6 April 2014, and which must be met in order for a plan to qualify as a tax advantaged SIP after that date, including the practical issues involved in signing up in order to register a SIP. This Practice Note considers HMRC’s powers to enquire into whether a SIP meets the legislative requirements, the potential outcomes of such an enquiry and the different penalty regimes that can apply. Finally, it looks at the annual filing requirements for SIPs, the ability to appeal HMRC rulings and HMRC’s confirmed timetable for filing deadlines.

This Practice Note looks at which employees are eligible to participate in an award under a share incentive plan (SIP), as well as which employees must be invited to participate in any award under a SIP. It considers the detail of the all-employee participation requirement that applies to a SIP, the prohibition of preferential treatment for directors and higher-paid employees, and examines the specifics of the rules governing eligibility of employees to participate, including the timing of eligibility, employment in a jointly-owned company, and qualifying minimum periods of employment. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard LLP.

This Practice Note looks at the four different types of award under a share incentive plan, those being: partnership shares, free shares, matching shares and dividend shares. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

This Practice Note provides an introduction to the key features of share incentive plans (SIPs) including the types of awards that can be granted pursuant to a SIP, the main requirements that need to be satisfied to operate a SIP and the documentation likely to be required in connection with a SIP. The Practice Note also outlines the tax treatment for the employee and the employer and acts as a platform to access the more detailed Practice Notes which provide a more comprehensive analysis of each aspect of these requirements. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard.

This precedent set of board minutes can be used by private and public listed companies to approve the establishment of a new tax-advantaged share incentive plan (SIP) and to approve the invitation to participate in SIP awards.

This precedent set of board minutes can be used by private and public listed companies to approve the establishment of a new tax-advantaged save as you earn (SAYE) scheme and to approve the first invitations to participate under it.

This Precedent invitation letter gives an indication of the type of information that may be provided in an initial communication inviting employees to be awarded free shares pursuant to a Share Incentive Plan (SIP). It is envisaged that further information would be contained in an explanatory booklet or in a series of pages on the company’s website. Therefore, the invitation letter contains only a brief summary of the key terms of the free shares award and the tax treatment.

This Precedent invitation letter gives an indication of the type of information that may be provided in an initial communication inviting employees to participate in the award of partnership and matching shares under a Share Incentive Plan (SIP). It is envisaged that further information would be contained in an explanatory booklet or in a series of pages on a website. Therefore, the invitation letter contains only a brief summary of the key terms of the partnership shares and the tax treatment. There is optional wording which should be included if there is to be a matching share element.

This Precedent is a shareholder resolution that is required when listed companies are establishing a share incentive plan (SIP). This will often form part of a larger notice of a general meeting. This Precedent is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard LLP.

Free shares can be provided to participants of a share incentive plan (SIP). Where free shares are provided, the company typically invites the qualifying employee to enter into a free share agreement. The free share agreement contains the terms governing the award of free shares to the employee. This is an example free share agreement. It also allows for the provision of dividend shares.

This Precedent sets out the terms on which the participant agrees to buy Shares and receive Matching Shares under the terms of the Plan. Partnership shares can be acquired by participants of a share incentive plan (SIP). If so, the company must invite the qualifying employee to enter into a partnership share agreement. The partnership share agreement contains the terms governing the award of partnership shares to the employee. The partnership agreement may also allow for the provision of matching shares and will set out the basis on which the participant is entitled to matching shares. This is an example partnership share agreement. It also allows for the provision of dividend shares.

This Precedent is a set of template rules for the grant of partnership shares, free shares, matching shares and/or dividend shares pursuant to a Share Incentive Plan (SIP) which complies with Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003. These precedent SIP rules follow the format of the HMRC model rules, but also include certain additional provisions.

Any shares acquired under a Share Incentive Plan (SIP) must be held on the employee’s behalf in a UK-resident employee benefit trust. This precedent is a template trust deed to accompany the rules of a SIP. This precedent trust deed follows the format of the HMRC model rules, but also includes certain additional provisions.