Jeremy Glover (Share Schemes)
Jeremy is a senior incentives lawyer who has over 18 years' experience advising businesses on their employee and executive incentives and share plans. Jeremy's practice focuses on the field of remuneration, executive pay, employee share plans and management buyouts. Jeremy advises a broad range of clients including multinationals, quoted companies, privately owned companies (family, owner-managed businesses, venture capital backed and private equity backed). He also provides specialist expert advice to other professional advisers such as accountants, tax advisers and remuneration consultants for their clients. Jeremy has worked in private practice and in-house and enjoys advising clients using the benefit of both perspectives.
Jeremy used to head up the incentives practices at Reed Smith LLP, Stephenson Harwood LLP and the Entrepreneurial Group at EY in London. Jeremy is now a senior consultant to a number of law and accounting firms including Reed Smith LLP, PWT Advice LLP and Jurit LLP. Jeremy is also the CEO of start-up 6S Infinity LLP which, inter alia, provides legal documentation services.
Jeremy has a first class LLB from Exeter University and a first class MBA from Cass Business School.
Practice Area
Panel
- Contributing Author
20 Contributions by Jeremy Glover (Share Schemes)
PRACTICE NOTES
Deferred share bonus plans in the UK: Listing Rules, LTIP classification, shareholder approval and circulars, amendment constraints, Corporate Governance Code, institutional expectations, AIM practice and MAR compliance
This Practice Note outlines the duties imposed on quoted companies regarding the creation, implementation and ongoing operation of a deferred share bonus plan. For a fuller overview of deferred share bonus plans, see Practice Note: An introduction to deferred share bonus plans.
UK Listing Rules
By their very nature, deferred share bonus plans will typically constitute employees’ share schemes under the Companies Act 2006 (CA 2006), as they are commonly established to promote or enable the holding of shares in the company by or for employees’ benefit. The UK Listing Rules (UKLR) adopt the CA 2006 definition, which covers any scheme:
that encourages or facilitates the holding of shares in, or debentures of, a company by or for the benefit of:
the bona fide employees or former employees of the company, any of its subsidiaries, the company’s holding company, or any subsidiary of the company’s holding company, or
the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees
For further details of the company law and financial services law...
Share Incentives
PRACTICE NOTES
Deferred Share Bonus Plans under UK Law: structuring as employees’ share schemes, governance and shareholder approval, dilution limits, performance and leaver terms, financial services deferral, tax treatment, and dividends
Deferred share bonus: key elements
Deferred share bonus arrangements are usually made up of the following core features:
they are set up as employees’ share schemes within section 1166 of the Companies Act 2006 (CA 2006)—see Practice Note: The Companies Act definition of employees' share scheme and its implications
participants are generally also enrolled in the company’s annual bonus plan...
Share Incentives
PRACTICE NOTES
EBT share acquisitions: Takeover Panel concert party clearance, acting-in-concert assessment and Rule 9 mandatory offer risks under the UK Takeover Code
Relevance of the takeover code to share acquisitions by an EBT
In certain situations, the Takeover Panel (Panel) may need to be approached where a trustee of an employee benefit trust (EBT) is purchasing shares in a company. Where the trustee might be deemed to be acting in concert with others when making such purchases, it could trigger an obligation for the trustee to make a comparable offer to all remaining shareholders, in line with the City Code on Takeovers and Mergers (Code). The Panel can be asked to determine whether, for the purposes of the Code, an EBT trustee will be presumed to be acting in concert. In particular cases, the Code stipulates that the Panel must be consulted in advance of specific share acquisitions by an EBT, as outlined below. The Panel’s principal roles are to publish and enforce the Code, and to oversee and regulate takeover activity and other matters within the Code’s scope. Its primary aim is to secure equitable treatment for all shareholders during takeover offers. The Panel takes the view that a material shareholding held by an EBT and/or by directors or a controlled shareholder could...
Share Incentives
PRACTICE NOTES
Employee Benefit Trusts (UK): Legal Framework, Establishment and Use in Share Incentives, Trust Deeds, UK Listing Rules, Tax (IHT, Income, CGT, Part 7A), Independence and FRS 102 Accounting
The EBT as a trust
An employee benefit trust (EBT) is a type of trust. A trust is the legal arrangement created by a settlor when assets are placed under the control of a trustee for the benefit of a beneficiary, or to achieve a specified purpose.
A trust (including an EBT) typically has these characteristics:
the assets form a separate fund and do not belong to the trustee’s own estate
legal title to the trust property is held in the name of the trustee
the trustee has the power and duty, for which it is accountable, to manage, apply, or dispose of the assets in line with the trust terms and the special obligations imposed by law
As a general rule, a trust (including an EBT) must have certainty of objects, and for non-charitable trusts such as an EBT, there must be someone in whose favour the court can enforce the trust. It is settled law that a trust established for the benefit of employees in general is valid, so long as it does not breach the rule against perpetuities...
Share Incentives
PRACTICE NOTES
Employee benefit trusts and the Investment Association Principles of Remuneration (UK): alignment, deferral, malus/clawback, dilution caps, 5% EBT usage, voting/disclosure and IVIS/shareholder consequences
This Practice Note explains how the Investment Association (IA) remuneration principles apply to employee benefit trust (EBT). These principles sit within the IA Principles of Remuneration. It describes their application in the EBT context.
The IA remuneration principles—key messages
Pension funds, insurers and related institutions commonly place their clients’ capital in UK equities.
As a result, such institutions form a significant slice of the shareholder base across companies listed on the London Stock Exchange and other markets.
Acting for these members, the IA articulates clear expectations on senior executive pay and speaks out on what it regards as important.
The IA Principles of Remuneration are broad in scope, spanning numerous dimensions of executive reward and practice.
They set out the boundaries its members view as critical when designing pay frameworks and policies, and also address the role of the remuneration committee...
Share Incentives
PRACTICE NOTES
Growth shares versus EMI/CSOP/unapproved options: valuation, dilution, acquisition and exit UK tax treatment, corporation tax relief and practical examples
What are growth shares?
Growth shares, sometimes called value or hurdle shares, comprise a distinct class of shares with curtailed rights. Those rights are crafted so the holder benefits only from increases in the company’s value arising after an acquisition, and only on a capital distribution to shareholders once a preset value hurdle is met. As a result, they broadly mirror the economics of an option carrying a market-value or premium strike price. For further detail on the principal features of growth shares, and when they may suit a company seeking to incentivise staff, see Practice Note: Growth shares (value shares). To understand potential returns and tax consequences, it is helpful to set growth shares alongside enterprise management incentives (EMI) options and unapproved options. For an overview of EMI options, see Practice Note: Introduction to enterprise management incentives (EMI) schemes. For context on unapproved options, see Practice Note: Unapproved share options.
Example—impact of growth shares on fully diluted share capital
In this illustration, assume a company has 1,000,000 ordinary shares in issue and a market value of...
Share Incentives
PRACTICE NOTES
Setting up and running UK employee benefit trusts: settlor and trustee choices, funding, tax and anti-avoidance, corporate approvals, and HMRC notification and Trust Registration Service obligations
FORTHCOMING CHANGE:
On 11 March 2024, HM Treasury initiated a consultation examining the effectiveness of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, SI 2017/692, which impose obligations on various businesses to identify and deter money laundering and terrorist financing. It focused on how the regime operates in practice and how in-scope businesses identify and prevent money laundering and terrorist financing on a day-to-day basis. The government’s reply to that consultation appeared on 17 July 2025, followed on 2 September 2025 by a draft statutory instrument and accompanying policy note. The draft SI proposes a de minimis exemption from the duty to register under the Trust Registration Service where (among other requirements) a trust without a UK tax liability also holds no interest in UK land, holds no assets of material value exceeding £2,000, has not owned property with a cumulative value above £10,000 since establishment, and has income not exceeding £5,000 per year. The exemption will not apply retrospectively and will cover only new trusts created on or after the date it takes effect. Subject to feedback on the draft SI and Parliamentary timetabling, the final instrument is expected to be laid...
Share Incentives
PRECEDENTS
Archived advice letter: Becoming an employee shareholder (ESS) in Great Britain — statutory rights waived, eligibility requirements, and tax implications post-abolition of ESS tax reliefs (1 December 2016)
Archived: This Precedent is for illustrative purposes only as it reflects the position up to 1 December 2016.
The facility to issue tax‑favoured employee shareholder shares (ESS), frequently seen in private equity company arrangements, has now been withdrawn. In the Autumn Statement 2016, the government confirmed that the following ESS-related reliefs would be abolished:
the income tax and NICs relief applying to the first £2,000 of employee shareholder shares allotted to an individual
the capital gains tax exemption covering some or all of the ESS shares
the rule ensuring that, where a company buys back employee shareholder shares from an employee shareholder, the price paid is not treated as a distribution in the shareholder’s hands
These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. Nonetheless, any person who obtained independent advice about entering into an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the beneficial income and CGT advantages...
Share Incentives
PRECEDENTS
Board minutes: establishment of Employee Ownership Trust (EOT) to acquire a majority interest; trustee appointment, Trust Deed approval and £100 initial settlement (UK Companies Act 2006; TCGA 1992).
[ insert name of Company ]
Company Number [ insert registered number of Company ] (the Company)
Minutes of a meeting of the Board of Directors of the Company, convened at [ insert time of meeting ] on [ insert date of meeting ]
Name Position
Present:
In attendance:
Apologies for absence received from:
1 Notice and quorum
1.1 The Chair confirmed that proper notice of the Meeting had been provided, that a quorum of directors was in attendance, and that, accordingly, the Meeting was validly convened...
Share Incentives
PRECEDENTS
Deed of Power of Attorney: EBT Trustee Appoints Attorney to Execute Sale and Purchase Agreement and Transfer Trust Shares (England and Wales)
This Deed is made on [ insert date ] BY [ insert full name of Trustee ], incorporated and registered in [ insert country in which the trustee is incorporated ] under company number [ insert company registered number ], whose registered office is at [ insert address of registered office ], acting in its capacity as sole trustee of the [ insert name of the EBT ] Employee Benefit Trust (the Trustee).
Background
Under a trust deed dated [ insert date of EBT trust deed ] (the Trust Deed), [ insert full name of company ], incorporated and registered in England and Wales with company number [ insert registered number ], whose registered office is at [ insert registered office address ] (the Company), created the [ insert name of EBT ] Employee Benefit Trust (the EBT).
The Company is discussing with [ insert name of potential buyer ] (the Buyer) the proposed disposal of all of the issued share capital (the Shares) of the Company to the Buyer (the Transaction)...
Share Incentives
PRECEDENTS
Discretionary Employee Benefit Trust Deed (England and Wales) constituting an employees’ share scheme; trustee powers, beneficiary provisions, taxation, trustee appointment and retirement, variation and termination
This DEED is entered into on [ insert date on which this deed is executed by all parties ]
Parties
[ Insert name of Company ] whose registered office is at [ insert address of registered office ] and whose registered number is [ insert registered number of Company ] (the Company); and
[ Insert name of Trustee ] whose registered address is at [ insert address ] [ and whose registered company number is [ insert registered company number of Trustee ] ] (the Original Trustee).
Background
The Company intends to establish a trust to be known as the [ insert name of EBT ] with the objective of encouraging, motivating and retaining Employees within the Group Companies by providing benefits to such Employees and their dependants.
The Company has transferred to the Original Trustee the sum of £[ insert initial settlement amount ] as the initial Trust Fund.
It is anticipated that the Trustees will hold the Trust Fund upon the trusts declared in this Deed for the benefit of the Beneficiaries, exercising the powers and duties specified in this Deed...
Share Incentives
PRECEDENTS
EBT Operating Deed for Satisfying Employees’ Share Scheme Awards, with Funding by Gift or Loan and Part 7A ITEPA Safeguards (England and Wales)
This Deed is executed on [ insert date of deed ]
Parties
[ Insert name of company ], registered in [ insert where the Company is registered ], with company number [ insert company registration number ], and having its registered office at [ insert address of registered office ] (the Company); and
[ Insert name of trustee ], registered in [ insert where the Trustee registered if a company ] (acting as trustee of the [ insert name of EBT ]), whose registered office is at [ insert registered address of Trustee ] (Trustee)...
Share Incentives
PRECEDENTS
Precedent board minutes: establish discretionary EBT, appoint trustee, approve trust deed and related documents, fund and subscribe for shares to satisfy employee share options (UK)
[ insert name of Company ] Company No [ insert registered number of Company ] (the Company)
Record of a meeting (the Meeting) of the Company’s Directors convened at [ insert time of meeting ] on [ insert date of meeting ]
Name
Position
Present:
In attendance:
Apologies for absence received from:
1 Notice and quorum
1.1 The Chair noted that due and proper notice of the Meeting had been served, that a quorum of directors was in attendance and the Meeting was accordingly therefore duly constituted...
Share Incentives
PRECEDENTS
Precedent board minutes: termination of Employee Benefit Trust (EBT), company consent, Deed of Termination, voluntary funding, beneficiary distributions, trustee expenses, directors' interests, and HMRC notification (UK)
Company No [ insert registered number of company ]
[ insert name of company ] (the Company)
Minutes of a meeting of the board of directors of the Company held at [ insert place of meeting ] at [ insert time of meeting ] on [ insert date of meeting ]
Name Position
Present:
In attendance:
Apologies for absence received from:
1 Notice and quorum
1.1 The Chair confirmed that proper notice of the meeting had been served, a quorum of directors was in attendance and, accordingly, the meeting was duly constituted.
2 Business of the meeting
2.1 The Chair stated that the meeting had been called:
2.1.1 to consider and, if deemed appropriate, recommend to the trustee of the EBT ( Trustee ) that the discretionary employee benefit trust named [ insert name of Employee Benefit Trust ] (the EBT ) be terminated [ ; and OR . ]
2.1.2 [ to approve the making of a voluntary contribution of £[ insert amount ] to the Trustee to enable it to meet its liabilities [ ; and OR . ]
...
Share Incentives
PRECEDENTS
Precedent Deed of Limited‑Recourse Loan (Interest‑Free Unless Varied) to EBT Trustee for Share Acquisitions under Employees’ Share Schemes (England and Wales)
This Deed is dated [ insert date ]
Parties
[ insert full name of Trustee ] incorporated and registered in [ insert place of incorporation of the Trustee ] with company number [ insert registered number ] whose registered office is at [ insert address of registered office ] as sole trustee of the [ insert name of the EBT ] Employee Benefit Trust (the Trustee ).
[ Insert full name of company ] incorporated and registered in England and Wales under company number [ insert registered number ] whose registered office is at [ insert registered office address ] (the Lender ).
Background
(A) By a trust deed dated [ insert date of EBT trust deed ] (the Trust Deed), the Lender created the [ insert name of EBT ] Employee Benefit Trust (the EBT ).
(B) The Lender is prepared to lend monies to the Trustee, in its capacity as trustee of the EBT, on the following terms.
1 Definitions and interpretation
1.1 The definitions and rules of interpretation set out below apply to this Agreement...
Share Incentives
PRECEDENTS
Precedent letter to EBT trustees: notice of vesting/exercise of awards and request to satisfy in shares/cash; optional funding (contribution/loan) and share purchase/subscription; trustee confirmation
[ insert full name of Trustee ], acting as trustee of the [ insert full name of the employee benefit trust ]
[ insert full address of Trustee ]
[ insert date of letter ]
Dear trustee(s)
[ insert name of the employee benefit trust ] ( the EBT )
We write to you in your role as trustee of the EBT ( Trustee )...
Share Incentives
PRECEDENTS
Precedent: Employee Benefit Trust termination deed: asset realisation, liability settlement and beneficiary distributions (England and Wales)
This Deed is entered into on [ insert date of Deed ]
Parties
[ Insert name of Company ], incorporated in [ insert where the Company is registered ], bearing company number [ insert company registration number ], with its registered office at [ insert address of registered office of the Company ] ( Company ); and
[ Insert name of Trustee ], incorporated in [ insert where the Trustee is registered if a company ] (acting as trustee of the [ insert name of EBT ] ( EBT )), whose registered office is at [ insert address of registered office of Trustee ] ( Trustee )...
Share Incentives
PRECEDENTS
Precedent: letter to EBT trustees on proposed grant of share plan awards and request to satisfy via existing or newly acquired shares, with funding and Part 7A ITEPA 2003 considerations
[ insert full name of trustee ] as trustee of the [ insert full name of the employee benefit trust ]
[ insert full address of trustees ]
[ insert date of letter ]
Dear Trustee(s) [ insert name of the employee benefit trust ] (the EBT)
We write to you in your role as trustee of the EBT (the Trustee)...
Share Incentives
PRECEDENTS
Template letter to EBT trustees recommending trustees grant and satisfy share plan awards/options; funding to source shares; beneficiary confirmation; Part 7A ITEPA 2003 compliance
[ insert full name of Trustee ] serving as trustee for the [ insert full name of the employee benefit trust ] [ insert full address of trustees ] [ insert date of letter ]
Dear Trustee(s) [ insert name of the employee benefit trust ] ( EBT )
We write to you in your role as trustee of the EBT ( Trustee )...
Share Incentives
CHECKLISTS
Establishing an Employee Benefit Trust (UK): pre- and post-establishment legal, tax, funding and disclosure checklist, including TRS registration and MLR 2017 compliance
FORTHCOMING CHANGE:
On 11 March 2024, HM Treasury opened a consultation examining the effectiveness of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692), which impose duties on a range of businesses to identify and prevent money laundering and terrorist financing. The government published its response on 17 July 2025, followed on 2 September 2025 by a draft statutory instrument and an accompanying policy note. The draft SI proposes a de minimis exemption from the requirement to register with the Trust Registration Service where, among other conditions, a trust with no UK tax liability also satisfies all of the following:
it holds no interest in UK land;
it holds no assets of significant value exceeding £2,000;
it has not, since creation, held property with a cumulative value above £10,000; and
its income does not exceed £5,000 per annum.
This exemption would not be retrospective and would apply solely to new trusts set up on or after the date on which the exemption takes effect...
Share Incentives
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