Gill Parnell
Gill advises on a wide variety of matters relating to employee share incentives and employment taxation, including executive remuneration and the taxation of internationally mobile employees. Gill has a focus on the tax aspects of the modern workforce and, in particular, is helping clients to prepare for the changes in IR35. Gill assists UK and multinational companies with the design, implementation and administration of their UK and international share plans. She also advises on employee share incentives and executive remuneration in the context of corporate transactions. Gill has been named by Legal 500 as a "Next Generation Lawyer" in 2017 and a "Rising Star" in 2019.
Practice Area
Panel
- Contributing Author
Qualified Year
- 2014
Membership
- ProShare
- GEO
- ESOP centre
Education
- LLB, University of Warwick
- LPC, College of Law
4 Contributions by Gill Parnell
PRACTICE NOTES
Brexit’s impact on UK employee share schemes: prospectus rules, data protection, social security, EMI, passporting, market abuse and directors’ remuneration reporting
ARCHIVED: This Practice Note is archived and is no longer maintained or updated.
Level of uncertainty
Following the UK's withdrawal from the EU on 31 January 2020, and the eleventh-hour trade agreement with the EU, businesses and plan administrators are evaluating how Brexit will influence different elements of share schemes across their organisations and operations. A positive development is that, with the arrival of the employee share scheme exemption under Regulation (EU) 2017/1129, the Prospectus Regulation, the principal obstacle formerly facing companies offering share incentives has, in practice, fallen away. Nonetheless, several other facets of share plans, and how they are operated, will or could be touched by Brexit. Despite the trade deal, questions persist around financial services, which may affect administrators and other advisers. Some matters demand additional steps, including monitoring internationally mobile staff and making sure social security contributions are settled in the correct jurisdiction appropriately.
Prospectus requirements
A leading impediment for employers trying to extend share plans in a given jurisdiction is where a prospectus is mandated by that country’s securities regime. Producing a prospectus can prove expensive and lengthy, and is typically only practical where the employer has a sufficient number of employees in that country...
Share Incentives
PRACTICE NOTES
Overseas remote working by employees of UK entities: immigration, employment law, benefits, PAYE/NIC, social security, data protection, and corporate residence/PE risks for UK employers
This Practice Note
This Practice Note outlines the key legal issues an employer should weigh up where an employee, engaged by and working for the benefit of a UK entity, performs their role remotely from outside the UK. Requests to work from home are increasing; however, asking to work remotely from a different country carries additional considerations. This Practice Note addresses some employment and tax matters that may arise from such a request, over and above any practical challenges linked to operating across multiple time zones. For employers to evaluate these points, they must be aware of any such arrangements, so the first step is to make it clear to employees that these working patterns require prior approval. Employers should consider introducing a policy that sets out when approval is needed and the process for seeking it. Various factors can influence the considerations below. This Practice Note proceeds on the basis that the employee working overseas remains employed by, and continues to serve the interests of, the UK entity with which they hold an employment contract. The considerations are likely to differ depending...
Employment
PRACTICE NOTES
UK long-term incentive plans: benefits, design flexibility and risks; IA 2024 guidance and governance expectations; Companies Act 2006 and tax issues; market practice including restricted and hybrid alternatives
A long-term incentive plan (LTIP)
Within listed companies, the term LTIP typically refers to executive share arrangements whereby senior staff receive share-based awards that vest over no less than three years, usually followed by a further two-year holding requirement. For an introduction to LTIPs, see Practice Note: What is a long-term incentive plan? Using LTIPs to drive senior executive performance has become accepted market practice among listed companies. Yet, in July 2016, the Executive Remuneration Working Group—an independent body formed by the Investment Association—issued its final report on the design of executive pay, urging every company to assess whether the conventional LTIP model remained suitable for its business or if it should depart from that approach. In the Working Group’s view, rather than defaulting to an LTIP, companies must identify the structure that best fits their organisation and engage with shareholders to gauge their views on the preferred framework. The emphasis was on careful selection of pay structures and meaningful dialogue with shareholders before settling on any model, rather than adopting LTIPs as the automatic, default option...
Share Incentives
PRACTICE NOTES
UK sub-plans to overseas share option plans: necessity, drafting and enforceability, including EMI/CSOP/SAYE compliance, HMRC reporting, board/shareholder approvals, alternatives and UK-specific terms
Offering share options to employees internationally
Firms with staff spread worldwide must decide how consistent and harmonised their employee share option scheme should be. It is not a yes-or-no choice, but a spectrum. The decision involves weighing administrative simplicity and fairness against meeting local obligations and expectations in each location. At one end sits a rigid single-plan-for-all with no local tailoring; moving along the range you permit degrees of localisation, through to the far end where there might be a distinct plan per country (or clusters of countries). Each point on that continuum alters effort and the plan’s operation in practice. A universal model is often simpler to run, delivering uniformity and parity among employees, yet it may trigger local compliance challenges. Creating separate local plans enables a business to satisfy domestic requirements and align with employee expectations. The downside is divergent administration and variations in employee treatment, which can be especially difficult where the workforce is highly mobile. Here, a middle path such as a UK sub-plan or a UK addendum can prove useful.
Is it necessary to have a UK sub-plan?
This is the first issue for global companies bringing their share option plan to the UK. As...
Share Incentives
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