Graham Muir
Graham Muir is a partner in CMS tax team with a 25-year track record of specialism in employee incentive scheme and employment tax issues.
Graham advises quoted and unquoted companies on structuring, establishing and operating all forms of employee incentive scheme. He advises on the employer and employee tax, company law, corporate governance and regulatory issues arising out of such schemes (whether share based or cash based).
Graham was a founder member of the HMRC Employment-related Securities Forum, is a member of the Consulting Tax Editorial Committee of LexisNexis and is Co-Chair of the Tax Committee of the Share Plan Lawyers group.
Practice Areas
Panels
- Consulting Editorial Board
- Contributing Author
Education
- (MA) University of Cambridge (Downing College) 1982-1985
7 Contributions by Graham Muir
PRACTICE NOTES
Company Share Option Plan (CSOP) and Save As You Earn (SAYE): UK statutory conditions, eligibility, HMRC self-certification, operation and tax reliefs - a guide for corporate lawyers
This Practice Note describes:
the kinds of option that can be granted under a tax-advantaged Company Share Option Plan (CSOP) and a tax-advantaged Save As You Earn (SAYE) scheme
the statutory requirements that CSOP options and SAYE scheme options must meet to obtain the available tax advantages
the tax benefits associated with CSOP options and SAYE scheme options
CSOP options and SAYE scheme options are forms of tax-advantaged employee share option that allow the holder to call for the relevant shares in a company (the Scheme Company) covered by the option at a later date, at a price (the option price) set when the option is granted. A CSOP or SAYE scheme created by a parent company in a group can be extended to any or all companies within that group...
Corporate
PRACTICE NOTES
Corporate and regulatory issues in UK employee share schemes: CA 2006 exemptions, UKLR approvals, prospectus regime, FSMA and financial promotions, UK MAR closed periods, PDMR notifications, buybacks and treasury shares.
This Practice Note outlines principal corporate considerations linked to share incentives, including:
company law provisions that are disapplied (or operate differently) where awards are made under employees’ share schemes falling within the Companies Act 2006 (CA 2006) definition
the need for certain listed companies to obtain shareholder consent before launching particular categories of employees' share scheme
the circumstances in which any obligation to prepare a prospectus may intersect with share incentives
the application of financial regulation in relation to share incentives
the significance of Assimilated Regulation (EU) 596/2014 (the UK Market Abuse Regulation) and internal share dealing codes for share incentives
This Practice Note provides a concise overview for corporate lawyers. Where deeper analysis is required, advice from a share incentives specialist should be obtained.
Employees’ share schemes and CA 2006
What is an employees' share scheme?
When creating an employee share incentive arrangement, it is standard to draft the documentation carefully so that the arrangement qualifies as an ‘employees’ share scheme’ for the purposes of CA 2006...
Corporate
PRACTICE NOTES
Disguised remuneration and UK employee share incentives: ITEPA 2003 Part 7A key concepts, exclusions, HMRC tax-advantaged plans and PAYE/NICs consequences for corporate lawyers
This Practice Note describes:
the meaning of ‘disguised remuneration’
how the disguised remuneration charge operates, and
the tax consequences of a disguised remuneration charge
This Practice Note is confined to the parts of the disguised remuneration regime that relate to employee share incentives and is not a full commentary on the legislation. The Finance Act 2011 brought in Part 7A of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), aimed at countering what has come to be widely called ‘disguised remuneration’ via employee benefit trusts. In broad terms, ‘disguised remuneration’ covers arrangements that use third parties (frequently employee benefit trusts) to provide value to employees in a manner that avoids or postpones liabilities to income tax and national insurance contributions (NICs). The use of a third party is essential for ITEPA 2003, Pt 7A to bite—where an employer grants a benefit straight to the employee (save where the employer is acting as trustee), ITEPA 2003, Pt 7A does not apply...
Corporate
PRACTICE NOTES
Employment-related restricted securities under ITEPA 2003: UK tax treatment, section 431 elections, acquisition and chargeable events, PAYE and NICs—A guide for corporate lawyers
This Practice Note describes:
what 'restricted securities' are
how restricted securities are taxed
The Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) introduced a new tax regime governing the treatment of ‘restricted securities’. The detailed provisions are contained in ITEPA 2003, Ch 2, Pt 7 and apply to restricted securities acquired on or after 16 April 2003.
To fall within the scope of the restricted securities legislation, a security must meet two tests: it must be a ‘security’ and it must be ‘employment-related’.
‘Security’ is a broad concept, covering a range of instruments including shares, loan stock and units in a collective investment scheme. In contrast, options over securities are not treated as ‘securities’ and are taxed separately under ITEPA 2003, Ch 5, Pt 7. The meaning of ‘employment-related’ securities is outlined below.
Restricted securities are commonly used by private companies as a means of incentivising senior employees and directors, since the acquisition of restricted securities gives the employee the opportunity to participate in the capital growth of the issuing company...
Corporate
PRACTICE NOTES
UK corporate governance and share schemes: Code framework, investor guidelines, Wates Principles, comply or explain reporting, AIM requirements and financial services remuneration
This Practice Note covers:
the meaning of corporate governance
governance considerations for private companies
the UK stance on corporate governance in relation to share schemes, including:
the regulatory position on share schemes
institutional investor guidance
how companies assess and monitor their compliance with the UK Corporate Governance Code (the Code)
corporate governance for financial services firms as contrasted with other businesses
This Practice Note sets out the core ideas of corporate governance and directs readers to fuller, more detailed Practice Notes on each regulatory and legislative strand of the UK framework, as well as the institutional investor guidelines.
What is corporate governance?
In broad terms, corporate governance concerns how companies are directed and controlled at the highest level. The governance framework aims to establish arrangements that ensure fair treatment across a company’s various stakeholders. The Cadbury Report of 1992 is widely seen as the original foundation of corporate governance in the UK, and characterises corporate governance as: ‘…the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies.’ ...
Share Incentives
PRACTICE NOTES
UK Enterprise Management Incentive (EMI) share options: qualifying conditions, limits, HMRC self-certification and tax reliefs for corporate lawyers
This Practice Note outlines the qualifying conditions for granting Enterprise Management Incentive (EMI) options and summarises the associated tax advantages.
Brought in by the Finance Act 2000, EMI options are designed to help smaller, higher-risk companies attract and keep employees of high calibre by offering meaningful tax reliefs to staff in companies that meet the qualifying conditions in Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003).
From 6 April 2014, companies have had to register their EMI plans online and self-certify compliance with the statutory requirements (see Self-certification of EMI options below).
This Practice Note provides a concise overview for corporate lawyers; where more detail is needed, advice should be taken from a share incentives specialist.
The form and purpose of EMI options
EMI options are a form of share option over a company's shares (the EMI Company)...
Corporate
PRACTICE NOTES
UK Share Incentive Plans (SIPs) for corporate lawyers: awards, eligibility, trustee requirements, HMRC self-certification and tax reliefs under ITEPA 2003
This Practice Note describes:
the awards available to employees under a Share Incentive Plan (SIP)
the statutory conditions which a SIP must satisfy
the tax benefits of SIP awards
A SIP is a tax-advantaged share arrangement designed to give employees of both listed and unlisted companies the chance to acquire shares (rather than options over shares) in their employer or its parent company. Shares obtained are held beneficially for employees by the trustee of a UK-resident trust (the SIP Trustee), on their behalf. To access the relevant tax advantages, a SIP must meet the conditions set out in Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), as a prerequisite.
A company may establish a SIP solely for its own staff or, if it controls other companies, extend the plan to employees of one or more of those companies (a group plan), as appropriate. The plan must be operated on an all-employee, non-discretionary basis, and all eligible employees must be invited to participate on the same terms, without exception. A SIP that satisfies the statutory requirements provides a range of meaningful tax reliefs for employees across the organisation...
Corporate
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