Sara Cohen
Sara is a tax lawyer and has been specialising in the field of executive and employee incentives and equity acquisitions, in addition to general employment tax, for over 19 years.
Sara’s practice includes a wide range of arrangements from bonuses and employee benefit trust arrangements to approved and unapproved equity-based incentive plans for both listed and private companies.
Practice Area
Panel
- Contributing Author
2 Contributions by Sara Cohen
PRACTICE NOTES
Transferring businesses and subsidiaries within a group: share scheme implications for SIP, SAYE, CSOP, EMI, eligibility, corporation tax and redundancy
Introduction
Groups of companies carry out reorganisations for numerous and varied reasons; however, whatever the motivation, such changes frequently influence existing share plans and other employee equity arrangements. At times the effect is commercial, yet it is important to take care that any valuable tax advantages are not forfeited.
transferring the business of one group company to another group company, often arising from an acquisition or to enable the sale of a specific part of the business and its assets
transferring the shares of one subsidiary to another subsidiary so the group achieves the most suitable structure, often following an acquisition or sale of a business, and
inserting a new group holding or parent company above an existing parent company, typically to facilitate an initial public offering (IPO) or a new third-party investment, without any change to the group’s ultimate ownership
This Practice Note concentrates on the first two forms of reorganisation mentioned above. For details on the impact of placing a new holding company or parent company on top of...
Share Incentives
PRACTICE NOTES
UK Employee Share Schemes on Interposing a New Holding Company: EMI, CSOP, SAYE, SIP, Rollover and Tax Considerations
Why do companies have reorganisations?
Groups of companies carry out reorganisations for numerous and varied reasons. These steps will frequently have implications for existing share plans and other employee equity arrangements. In some instances, the consequences are commercial in nature. Examples include:
the reorganisation prompting early vesting, exercise and/or lapse of awards because the relevant provisions in the share plan rules on a change in control of the parent company, or on the participant’s employment ending, have been engaged; and
a requirement for awards over shares in the current parent to be swapped for awards over shares in a newly formed parent company.
In certain situations, if the right steps are not taken within a defined period, valuable tax advantages may ultimately be lost entirely.
Common types of reorganisation
The most frequent forms of reorganisation include the following:
placing a new group holding or parent entity above an existing company or group, often to enable an initial public offering (IPO) or fresh third‑party investment, without any immediate alteration to the group’s ultimate ownership; and
moving the business of one group company into another group company, frequently as a result of an acquisition or in...
Share Incentives
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