Sarah Anderson
Sarah has specialised in the design and implementation of employee share schemes for over ten years, largely advising private and smaller quoted companies across a variety of sectors. She has been lucky enough to work alongside some of the leading practitioners in the field, both in private practice and during a stint at the Office of Tax Simplification, when she helped formulate the OTS's recommendation for the simplification of tax legislation relating both tax-advantaged and non-tax advantaged share plans. In addition to her share scheme work, Sarah has also spent time providing advice both to public and private sector clients on broader tax issues. She also has some experience in charities law, education law and some aspects of business immigration.
Sarah has a degree in English from Reading University and studied for the CPE and LPC at London Metropolitan University. Her interests include surfing, horse riding and cricket.
Practice Area
Panel
- Contributing Author
2 Contributions by Sarah Anderson
PRACTICE NOTES
Employee share schemes in UK private companies: legal and practical considerations on EOT/EBT, EMI/CSOP/SIP, valuation, dilution and control, leavers, Articles of Association, FSMA and corporate governance.
Private and unlisted companies encounter distinctive challenges when rolling out employee share schemes. Chief concerns are the absence of a ready market for shares and the difficulty of valuing them. Businesses must also consider amendments to their Articles of Association and the knock-on effects for shareholders and external investors. This note sets out the essentials and shows how, with careful design and delivery, these obstacles can be overcome.
Perceived barriers to share plans in private companies
These include:
losing control of the company
no ready market for shares
a lack of awareness of the tax benefits associated with HMRC tax‑favoured arrangements
concerns about complexity and, therefore, the cost of establishing a plan
With the right advice and planning, these hurdles can be managed.
Why private companies use employee share plans
The Finance Act 2014 gave a major impetus to employee ownership through the introduction of the employee ownership trust (EOT), which offers tax advantages to company owners selling a controlling interest to a trust that would then hold shares on behalf of all employees. Since its introduction, the EOT...
Share Incentives
PRACTICE NOTES
Practical guide to employee-ownership trusts: establishment, trustee duties and independence (FA 2025), funding (vendor loans/third-party), governance, disqualifying events, equality-based bonuses, accounting and HMRC/Companies House compliance
Overview of the practical issues
Shareholders looking to transfer the ownership of their company into an employee-ownership trust (EOT) should assess a series of practical considerations at the point the EOT is set up and the transaction carried out, as well as after completion. Key practical considerations include:
creating the EOT and appointing trustees
securing finance for the trust
operating the EOT, including the risk of disqualifying events
ongoing EOT administration
For an overview of what an EOT is, see Practice Note: Employee ownership trusts. For a sample EOT deed, refer to Precedent: Employee Ownership Trust Deed. For guidance on pitfalls and common mistakes when establishing or running an EOT, see Practice Note: Pitfalls of setting up and operating an employee-ownership trust. For further detail on matters to consider when EOT trustees sell a company already held by the EOT, see Practice Note: Sale of a company out of an employee ownership trust...
Share Incentives
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