Deferred shares meaning

HMRC v BlueCrest Capital Management LP and others and Andrew Dodd and others v HMRC [2023] EWCA Civ 1481 BlueCrest Capital Management LP functioned as an investment manager through a limited partnership structure. To retain and motivate its partners, it introduced a partner incentivisation plan (PIP) from 2008. In outline, the PIP operated as follows: a newly formed corporate partner was admitted to the partnership; that corporate member was allocated the profit shares that, absent the plan, would have been attributed to the participating partners; the corporate partner then reinvested those profits into the partnership as a capital contribution, described as ‘special capital’; in consideration of foregoing their immediate profit share, the participating partners received a deferred entitlement to an equivalent amount of that special capital; and any entitlement to the special capital was contingent upon specified conditions being satisfied and was wholly at the discretion of the decision-makers. This structure was intended to deliver a tax benefit to...

In this issue: Budgets, Autumn Statements and Finance Bills Regulatory Useful information Trackers Dates for your diary Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Finance Bill 2026 passes all Parliamentary stages and secures Royal Assent The Finance Bill 2026 has progressed through every Parliamentary stage. Royal Assent was granted on 18 March 2026, meaning it is now in force as the Finance Act 2026. From a share incentives standpoint, the Act legislates for higher EMI limits and an extended exercise window (with exceptions for some Northern Ireland companies), provisions for PISCES (covering EMI and CSOP options), and capital gains tax treatment for disposals to employee ownership trusts (EOTs). For further detail on these points, see News Analysis: Share Incentives weekly highlights—4 December 2025—Budgets, Autumn Statements and Finance Bills. See Finance Act 2026. 18 March 2026 Regulatory FRC issues refreshed guidance on 'comply or explain' reporting under the UK Corporate Governance...

What are the key proposals for replacing stamp duty and SDRT with a single, self-assessed, tax on securities? The core government proposal is to replace the existing split between stamp duty on paper instruments and SDRT on electronic transfers with a compulsory, single, self-assessed tax on securities. Crucially, the present framework is complicated by the fact that SDRT is not confined to electronic movements; as a result, there is a relatively intricate interplay between SDRT and stamp duty where paper transfers are concerned. By contrast, a single charge would apply uniformly to securities transactions, removing that interaction and the related ambiguity seen under the dual system. From a practical standpoint, a persistent problem with the stamp duty rules—originating at least as far back as the Stamp Act 1891, which still has effect—is the delay imposed on company registrars. After a share transfer, they must wait for a number of weeks before they are able to record the change in the company’s books, because the register of members cannot...

The way consideration payable for buying shares is arranged is rarely simple or linear, and can vary considerably. In many situations payment is postponed, deferred, or made conditional on a particular contingency being satisfied. Selling shareholders will look to maximise the overall price for their shares while also seeking to limit, so far as possible, any tax on disposal by: making full and efficient use of available reliefs to cut or remove any charge, and/or delaying the point in time at which any such tax becomes due However, where the consideration is deferred, the seller can become liable to tax immediately on an amount not yet received (a ‘dry’ tax charge). In calculating chargeable gains, no discount is usually allowed in respect of any consideration that is ascertainable at the date of disposal, even where it is: deferred subject to a contingency, or at risk of not being received for any reason Where any deferred...

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...

What is a long-term incentive plan? As set out in the Practice Note: What is a long-term incentive plan?, the awards most frequently delivered under a long-term incentive plan (LTIP) typically comprise: conditional share awards (often referred to in the US as restricted stock units (RSUs)) nil-cost options share appreciation rights (SARs) forfeitable shares, sometimes described as restricted stock A brief summary outline of the likely capital gains tax (CGT) treatment on disposals of shares obtained on the vesting of each LTIP award type is set out below. For more detail and background on the different award types available under an LTIP, see Practice Note: Structure of a long-term incentive plan—Types of awards for further guidance. Please note that this Practice Note proceeds on the basis that, at acquisition of the shares or otherwise on vesting of the LTIP awards, the employee has been fully subject to income tax and, where the shares are readily convertible, national insurance...

[ insert name of company who granted the award pursuant to the long term incentive plan (LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) Name Quantity of Shares under the Matched Award Grant Date Standard vesting date[, subject to meeting the Performance Targets] End of Holding Period This confirms that you are the holder of a Matched Award conferring the right to acquire up to the maximum number of Shares in [ insert name of Company whose shares are being granted under both invested and where relevant Matched Awards ], as detailed in the table above...

[ insert name of company who granted the option pursuant to the long term incentive plan (LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) Name Number of Shares under Option Option Price per Share Date of Grant Normal Vesting date [ , subject to satisfaction of Performance Targets ] End of Holding Period We hereby confirm that you hold an Option permitting you to acquire up to the maximum number of Shares in [ insert name of Company whose shares are being granted under option ] as shown in the table above. The Option was issued on the Date of Grant set out above under a global deed of grant entered into by the Company [ and is conditional upon the Performance Target(s) attached to this certificate ]. The Option Price due per Share when the Option is exercised is likewise specified in the table above...

1 Definitions and interpretation 1.1 [ Include the following additional definitions in the definitions clause of the Asset purchase agreement (if required) ] Accounts Date • [ specify day and month ] 20[ specify year ]; Business • the undertaking of [ provide a description of the business being acquired ] carried on by the Seller, together with all other activities, including those ancillary, incidental to, or connected with that undertaking, as conducted by the Seller; Buyer • [ provide details ]; Completion • the finalisation of the sale and purchase of the Business through the Parties performing their respective obligations in accordance with clause [ x ]; Completion Date • [ the day on which Completion occurs OR a date no later than the [ third ] Business Day after the date on which the last of the Conditions is satisfied or waived, or the date to which Completion is deferred ] pursuant to clause [ x ]; Data Protection...