Sarah Ferguson
Sarah Ferguson is a Partner at Bird & Bird, based in the London office and specialising in incentives.
Her particular focus is advising on the establishment and operation of employee share plans (both in the UK and internationally), including tax-favoured enterprise management incentive (EMI) option plans, long-term incentive plans (LTIPs), tax-advantaged company share option plans (CSOPs), share incentive plans (SIPs) and sharesave (SAYE) plans.
Sarah has almost 15 years' experience of advising both listed and private companies on their executive remuneration and all-employee incentive structures, including the design, implementation and operation of share-based and cash-based plans, their global implementation, related trust and tax work, and support on large cross-border transactions.
Sarah joined Bird & Bird in September 2023, having previously worked at DLA Piper (as a legal director for 3 years), Tapestry Compliance LLP (as a senior associate for over 5 years), Slaughter and May (as a senior associate for two years) and Clifford Chance (for four years, as both a trainee solicitor and then a junior associate). Prior to beginning her legal career, Sarah read Law and Classics at Christ’s College, Cambridge.
Practice Area
Panel
- Contributing Author
2 Contributions by Sarah Ferguson
PRACTICE NOTES
Malus and Clawback in UK Executive Remuneration: Regulatory Context, Triggers, Periods, Enforcement, Drafting and Tax
The use of malus and clawback
The concept that performance-based cash or share awards for executives and senior employees can be reduced (malus) or recovered (clawback) when a material adverse event occurs or later comes to light is now widely accepted and embedded in market practice. Although rooted in the financial services industry, malus and clawback are now standard elements of incentive plans operated by companies listed in the equity shares (commercial companies) category in the UK. This development flows directly from the Financial Reporting Council’s (FRC) 2014 revisions to the UK Corporate Governance Code in response to the global financial crisis, together with the subsequent expectations of the UK’s major institutional shareholders. The Department for Business, Energy & Industrial Strategy’s (BEIS) March 2021 consultation on modernising the UK’s audit and corporate governance regime further reinforces that deploying malus and clawback within executive remuneration is a vital mechanism for advancing a company’s overall corporate governance objectives...
Share Incentives
PRACTICE NOTES
Share plans in takeovers of UK quoted companies by scheme of arrangement: treatment, Rule 15 letters, plan and articles amendments, SIP/SAYE implications
Overview of key issues
The principal matters addressed in this Practice Note are set out below:
why equity incentives are a central consideration on a takeover implemented by a scheme of arrangement
the differing effects that a scheme of arrangement can produce, which depend on the categories of awards granted under the target group’s share plans
the situations in which it may be appropriate to amend the target group’s share plan rules and/or the target company’s articles of association to manage incentives over the target’s shares as part of the transaction
the issues and questions that may arise where the relevant provision of the target group’s share plan rules refers to a scheme for the purposes of that company’s reconstruction or amalgamation
the information that ought to be included in scheme-specific documents and materials, such as the scheme document and the witness statement, and
which party would ordinarily draft the proposal letters to participants in the share plans operated by the target group (as required by Rule 15 of the UK City Code on Takeovers and Mergers, if applicable)—see Precedent: Rule 15 letter—general offer
Further general technical and practical guidance on...
Share Incentives
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