Give people a meaningful stake in what they help build
The right incentive can help a business recruit, retain and motivate the people who will drive its next stage of growth. The wrong scheme can create unexpected dilution, tax issues or disputes when someone leaves. We help companies build employee incentive schemes that support commercial goals and work alongside their existing ownership arrangements.
Our corporate solicitors advise start-ups, scale-ups and established businesses across the South West from offices throughout Devon.
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Make the reward clear before expectations take hold
Employees need to understand what they may receive, when it can be exercised or paid and what happens if they leave. Founders and investors need control over dilution, voting and transfers. We bring those interests together in a scheme that sets objective conditions, protects the company and can adapt to future investment, restructuring or sale.
How we can
help you
We advise on share options, growth shares, bonus-linked equity and other incentive arrangements. Our work includes scheme rules, option and award agreements, board and shareholder approvals, articles, shareholder agreement changes, leaver provisions, performance conditions, vesting, transfers and sale arrangements. We coordinate with specialist tax advisers and valuers where tax treatment or clearance is relevant.
Why choose CWC Solicitors
An incentive scheme should be designed around what the business wants people to do and how value is expected to be realised. We explain the legal and ownership consequences in plain language, then prepare documents that fit the company’s constitution, investor arrangements and exit plans. Our corporate and employment teams can work together where the scheme also affects employment terms.
Frequently asked questions
Still unsure or need something explained in more detail? Contact us, and we’ll guide you through it.
1. What should a business decide before creating an incentive scheme?
The company should identify who will participate, what behaviour or performance it wants to reward, how much equity or value is available, when awards vest and what happens on departure or sale. Tax, valuation, investor consent and existing shareholder rights should be considered before promises are made to employees.
2. Are share options the same as giving employees shares immediately?
No. A share option gives the employee a right to acquire shares later if specified conditions are met. An immediate share issue makes the employee a shareholder at once, subject to the rights and restrictions attached to those shares. The legal, tax and practical consequences are different.
3. What does vesting mean?
Vesting is the process by which an employee earns the right to exercise an option or retain an award. It may depend on continued employment, time, performance or an exit event. The rules should state what happens if targets are partly achieved, employment ends or the company is sold before full vesting.
4. How can a scheme protect the company if an employee leaves?
Leaver provisions can determine whether unvested awards lapse, whether vested options remain exercisable and whether shares must be transferred. Different treatment may apply depending on the reason for departure. The terms should be clear, consistent with employment arrangements and appropriate for the commercial purpose of the scheme.
5. Will employee incentive schemes dilute existing shareholders?
They can. Issuing new shares or options may reduce existing shareholders’ percentage ownership and affect voting or sale proceeds. The potential dilution should be modelled, approved and reflected in the company’s articles, shareholder agreement and investment documents before the scheme is launched.
6. Do investors or shareholders need to approve the scheme?
Approval may be required under the articles, shareholder agreement, investment agreement or Companies Act procedures. Investors may also have consent rights over the size of the option pool, individual awards or changes to the scheme. Those requirements should be checked before awards are promised or granted.
7. What happens to options or awards if the company is sold?
The scheme may provide for acceleration, exercise, rollover, replacement or cash cancellation on a sale. The outcome often depends on whether awards are vested and the transaction structure. Exit provisions should align with the company’s articles and shareholder agreement so the sale can proceed without last-minute uncertainty.
8. Do solicitors provide the tax advice for an incentive scheme?
We advise on the legal structure, documentation and corporate approvals. Tax treatment is central to many schemes, so we work with the company’s accountants, tax advisers and valuers where specialist tax advice, valuations or HMRC engagement is needed. The legal documents should reflect the agreed tax structure accurately.
Related services
Shareholder agreements
Incentive awards can change ownership and voting. We update shareholder arrangements and articles so employee equity works with the rights of founders and investors.
Private equity
External equity can make an MBO achievable. We advise on investor rights, management equity, leaver provisions, governance and the future exit framework.
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