Legal Guidance and Research / Experts / Michael Carter
Michael Carter#765
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Michael Carter

Osborne Clarke

Michael heads Osborne Clarke's UK Incentives team and has more than 20 years' experience of working with listed, private and global companies. He advises on all aspects of employee remuneration, with a particular focus on the design, drafting and implementation of share and cash incentive plans for both executives and all employees. Michael is ranked as a leading lawyer in his field in Chambers & Partners and was also listed as a 'Best Client Partner 2014' in a survey of FTSE 100 General Counsel for client service and satisfaction. Michael joined Osborne Clarke in November 2016 from Addleshaw Goddard, where he was head of their employee incentives group and, prior to that, a partner and head of the executive compensation practice at a Big Four accountancy firm.

'Michael is very approachable, obviously knowledgeable and attentive [and] feels like a member of our team.' Chambers UK (2015)

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  • Contributing Author

2 Contributions by Michael Carter

Amending UK tax-advantaged share options (EMI, CSOP, SAYE): preserving relief; HMRC self-certification, discretion, performance conditions, PISCES triggers, error notifications and rollovers
PRACTICE NOTES
Amending UK tax-advantaged share options (EMI, CSOP, SAYE): preserving relief; HMRC self-certification, discretion, performance conditions, PISCES triggers, error notifications and rollovers
UK tax-advantaged share options UK tax-advantaged share options are issued under written agreements that meet the statutory conditions set out in Part 7 and the pertinent Schedules of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) legislation. To secure the favourable tax treatment available, those arrangements must fully align with, and continue to satisfy, the applicable provisions of ITEPA 2003 throughout. The main categories of tax-advantaged share option plans are as follows: enterprise management incentives (EMI) schemes company share option plans (CSOPs) save as you earn (SAYE) schemes There are occasions, from time to time, when a company (or the option holder) may look at varying options that have already been granted and are in place. These may include, without limitation, situations where: the option has been drafted to lapse in specified scenarios (eg where the option holder leaves employment with the company for a particular reason, or the performance conditions attached to the option have become impossible to achieve)...
Share Incentives
UK share plans: amending performance conditions in EMI, CSOP, SAYE and SIP: contractual, tax, rollover/change of control, governance and disclosure issues
PRACTICE NOTES
UK share plans: amending performance conditions in EMI, CSOP, SAYE and SIP: contractual, tax, rollover/change of control, governance and disclosure issues
What are performance conditions and why might they need amending? A performance condition is a pre-determined requirement that must be met before an award holder can realise value from an option or award, and is therefore usually tied to vesting or, where relevant, the exercisability of the option. These conditions may cover a range of measures, most commonly: overall performance of the company results of a particular division or business unit (ie the area in which the employee works) the individual performance of the employee award holder the performance of a specific team (whether a project team or a permanent team) Performance conditions can be set on an absolute or relative basis. For instance, company performance measures might be absolute (assessed against the company’s own targets) or relative (benchmarked against a peer group or a market index such as the FTSE 100). For further information on the purpose of performance conditions and guidance on drafting them, see Practice Note: Using performance conditions in employee incentive plans. There are certain circumstances...
Share Incentives
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