Incentives
Businesses are competing to recruit and retain talent during a time of significant political and investor scrutiny of reward and remuneration arrangements. Our leading practice has responded to our clients facing increasing challenges and scrutiny in the incentives arena.
We have broad experience of advising companies on all aspects of management and all-employee incentivisation, including navigating the latest corporate governance standards and regulatory requirements, advising remuneration committees on sensitive decisions relating to reward, designing, implementing and operating share and cash-based incentive plans, and dealing with the entire range of employee reward in connection with corporate transactions and restructurings.
- Our incentives team includes multi-specialists who also work across our tax, regulatory and employment practices. We see the connections between these areas and tailor our incentives advice to our clients’ broader strategic and compliance goals.
- We work closely with our leading corporate practice on the incentives and remuneration aspects of major corporate transactions, including those involving listed companies. We know the importance of being sensitive to the interests of investors, executives, remuneration committees and the wider workforce on transformational deals.
- We are at the forefront of how incentive arrangements are adapting to the latest corporate governance requirements relating to, for example, malus and clawback, holding periods, post-cessation shareholding requirements and pensions contribution rates for executive directors.
- We are alive to the bigger picture when advising remuneration committees on decisions relating to their incentive plans and the treatment of participants’ awards. We have deep expertise advising clients on compliance issues where remuneration policies, corporate governance standards and employees’ contractual rights intersect.
- We aim to give our clients a start-to-finish service when it comes to the drafting, implementation and operation of their incentive arrangements. Our flexible model means that we are also adept at working together with our clients’ remuneration consultants and other professional advisers, both in the UK and internationally.
Advising both listed and privately held companies on the design, implementation and operation of the full range of share plans.
Advising on the incentives aspects of corporate transactions involving listed and privately held companies. Our advice covers negotiating the strategic aspects of incentivisation in connection with corporate acquisitions, as well as the technical steps needed to deal with current and future incentive arrangements when companies combine.
Advising listed and privately held companies on all aspects of incentivisation when executives are hired, and when they move on. Our multi-specialist lawyers can advise on employment law and incentives aspects of hirings and exits, acting as a single point of contact and seeing the wider picture.
Advising on management equity and incentive arrangements for portfolio companies, including EMI, growth share and other bespoke arrangements.
We work closely with our corporate and other practices to deliver incentives advice that fits into our clients’ wider objectives. Whether delivering standalone incentives and governance advice, or on a corporate transaction, we aim to anticipate how incentive arrangements can be operated in a practical, workable way, while addressing the demands of employees, investors and governance bodies.
Key experience
We advised Shawbrook Group on its admission to trading on the London Stock Exchange, the largest UK IPO of 2025.
We have advised a range of listed companies, including Smith & Nephew, on the design and implementation of "hybrid" incentive plans including their approval by shareholders.
We acted for Vodafone on the £16.5 billion merger of its UK business with CK Hutchison’s Three UK to create VodafoneThree, including implementing bespoke post-completion incentive arrangements for the new joint venture vehicle.
We continue to advise, on an ongoing basis, approximately 20% of the FTSE 100, as well as a wide range of other companies, on the remuneration of their executive directors. This includes assisting them with the preparation of their directors’ remuneration policies for approval by shareholders at least once every three years.
We have acted for numerous private equity backed and privately held companies on the adoption of bespoke incentive arrangements, including on a tax efficient basis, to incentivise and retain key employees.
