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Vol 23 No 5 May/June 2018

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Drafting Commercial Agreements

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Employee Share Schemes 7th ed

ISBN13: 9781526501202
Previous Edition ISBN: 9781780432311
Published: March 2018
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Paperback
Price: £120.00

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Aimed at tax advisers, legal practitioners, remuneration advisers, HR executives, finance directors and company secretaries, Employee Share Schemes provides a comprehensive review of the key issues and techniques needed to create and operate share plans.

It includes, in particular, guidance on the impact that events such as grants, exercises, takeovers, share capital variations and cessations of employment have on the operation of share schemes.

Includes coverage of:

  • The final report and recommendations from the Executive Working Group to rebuild trust in executive pay structures in the UK, following consultation with over 360 investors, asset owners and company employees and the Investment Association guidelines which take into account this report;
  • The EU Market Abuse Regulation following the abolition of the UK Listing Authority Model Code.

Company Law, Employment Law, Taxation
Chapter 1: Introduction

Chapter 2: Types of Scheme Available
Discretionary schemes
Schemes for all employees
Other arrangements

Chapter 3: The ABI/Investment Association and other Institutional Investor Guidelines
Current guidelines
Historical development of the ABI Guidelines
Summary of current ABI Guidelines

Chapter 4: Establishment of Schemes
Companies Act 2006
Prospectus Rules
Financial Services and Markets Act 2000
Listing Rules
Model Code on directors' dealings in securities
Establishing a scheme or plan
Scheme shares – approved schemes under ITEPA 2003
Valuations of shares
Employee communications
Duration of a scheme
Renewal of schemes

Appendix 4A: Recognised Stock Exchanges

Chapter 5: Discretionary Share Option Schemes
Principal differences between CSOP options and 'unapproved' share options
Unapproved share options
CSOP share options
Eligibility criteria in share option schemes
Grant of options
Non-transferability of an option
Individual participation limit
Scheme limits
Exercise of options
Exercise by employees
Exercise by former employees
Performance targets
Amendments to CSOPs

Appendix 5A: Discretionary Share Option Scheme Rules

Chapter 6: Enterprise Management Incentives
Comparison with CSOP options
Qualifying options
Requirements to be satisfied
Income tax
Capital gains tax
Replacement options on a change of control
Annual returns
HMRC power to require information
Share valuations

Appendix 6A: Enterprise Management Incentive Agreement

Chapter 7: LTIPs: Performance, Deferred, Matching, Restricted and Convertible Shares
Performance shares
Deferred shares
Matching shares
Restricted shares
Convertible securities
Accounting for LTIPs
The company's tax position
Trustees' tax position
Other structuring issues

Appendix 7A: Performance Share Awards

Appendix 7B: Deferred Share Awards

Appendix 7C: Matching Shares Awards

Chapter 8: Share Incentive Plans or SIPs – General
Types of plan
Appointment, retirement and removal of trustees
Powers and duties of trustees
Group plans
Tax-advantages status of a plan
Types of share that may be used
Income tax on a SIP – general principles
Capital gains tax
Operating the plan

Chapter 9: SIPs – Free Shares
Maximum annual award
Performance allowances
The holding period for free (and matching) shares
Income tax charge on free (and matching) shares
Corporation tax deductions for free (and matching) shares

Chapter 10: SIPs –
Partnership Shares
Partnership share agreements
Tax relief for partnership share money
Tax charges in partnership share monies paid over to the employee
Tax on cancellation payments in respect of partnership share agreement
Partnership shares ceasing to be subject to the plan

Chapter 11: SIPs – Matching Shares
General requirements for matching shares
Ratio of matching shares to partnership shares
Income tax, capital gains tax and corporation tax

Appendix 11A: Share Incentive Plan

Chapter 12: Savings-related Share Option Schemes
Eligibility criteria
Scaling down
Board resolution to grant options
Option certificate
Employee communications
Non-transferability of options
Savings contract
Scheme limits
Exercise of options

Appendix 12A: Savings-Related Share Option Scheme

Chapter 13: Takeovers, Reconstructions, Demergers and Dividends
Schemes of arrangement
Voluntary winding-up
Share incentive plans
Special dividends
Scrip dividends

Chapter 14: Variations of Share Capital
Listing Rules
Approved schemes
Rights issues
Capitalisation issues
Sub-divisions and consolidations
Reduction of share capital
Other variations of share capital

Chapter 15: Accounting and the Statutory Corporation Tax Deduction
Accounting for share awards
Statutory corporation tax deduction

Chapter 16: EBTs and Using Existing Shares
What is an EBT?
Employees' share schemes linked to an EBT
Financing of EBTs
Establishment of an EBT
Tax aspects
EBTs and share options
Accounting for EBTs
Listing Rules
Disclosure and Transparency Rules
ABI Guidelines
Directors' report and accounts
Model Code
Disguised remuneration

Chapter 17: NISAs and Pension Plans
Registered pension schemes and SIPPs
Employee share schemes

Chapter 18: Administration and tax returns
Tax returns

Chapter 19: Internationally Mobile Employees
General taxing provisions in the UK
Residence and domicile
Share options
Restricted securities
Domicile and remittance
Tax-advantaged share plans
Social security treatment

Chapter 20: Cross-border Share Plans
Extending UK tax-advantaged plans to overseas employees
UK tax-advantaged addenda to overseas schemes
Establishment of schemes for overseas employees
Overseas laws and the making of share offers to overseas employees
Other administrative matters to be taken into account
US employees
Employee benefit trusts