Company law

General company law considerations

In summary, corporate issues may arise in the context of share incentives in a variety of different areas, including by reference to:

1. •

   the relevant share plan falling outside the employees' share schemes definition contained in the Companies Act 2006 (CA 2006), in particular, as regards to the implications this has on directors' allotment powers, shareholder pre-emption rights and share buyback process, and financial assistance considerations

2. •

   the requirement for listed companies to gain shareholder approval before establishing an employees' share scheme

3. •

   the prospectus requirements

4. •

   share buybacks and share capital implications

5. •

   financial services regulation requirements, and

6. •

   Assimilated Regulation (EU) No 596/2014, the UK Market Abuse Regulation (UK MAR)

For further details of these issues generally, see Practice Notes: Corporate issues for share incentives and The Companies Act definition of employees' share scheme and its implications. For information in relation to share buybacks in conjunction with an employees' share scheme, see Practice Note: How to carry out a share buyback. For details of the financial assistance aspects of offering share incentives in a company, see Practice Note: Financial