restricted shares meaning

In this issue: Probate Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Insolvency—Private Client Digital assets and cryptoassets Charity and philanthropy Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&As Useful information Probate HMCTS probate enquiry line—temporary reduced hours From 14 February 2024, and for 12 weeks, the HMCTS probate helpline will run on reduced hours: 9am to 1pm, Monday to Friday. The HMCTS Probate Service remains available via web‑chat from 9am to 5pm, Monday to Friday. Source: HMCTS Probate LinkedIn post. MoJ urges those entitled to claim dormant funds held by CFO to act now The Ministry of Justice...

See Q&A: A testator owns shares in the parent company of a trading group of companies. A testator holding shares in the holding company of a trading group may find the share value restricted for business property relief (BPR) purposes because of excepted assets or the group company provisions, with the result that full relief is not achieved. One LexisNexis Will precedent leaves property qualifying for BPR at 100% on discretionary trusts. Can that wording be modified to capture property that qualifies for BPR at a lower percentage? For this Q&A, the assumed Will precedent is: Will—legacy of business property on discretionary trust, residue to spouse absolutely, then to children absolutely. The starting point is that BPR is available only at two statutory rates—100% or 50%—provided the necessary conditions are satisfied in each situation. As at 5 February 2024, there is no scope for business property to qualify for BPR at any rate other than these. Accordingly, while the precedent could be reframed to include assets eligible for BPR...

In this issue: Corporate Governance Useful information HMRC Manuals tracker Weekly highlights from other practice areas Corporate Governance More controversial pay plans at Wizz Air Wizz Air Holdings Plc has outlined a revised approach to long term incentive plan (LTIP) awards for senior managers below the CEO, a move likely to stir debate at its AGM later this summer. In the prior year, LTIPs were split evenly between performance shares and time‑vested restricted shares. For the 2025 financial year, however, the remuneration committee has opted for a one‑off change so the entire LTIP will be made up of time‑vested restricted shares vesting over three years. The potential maximum under the LTIP remains at 250% of base salary, rising to 300% in exceptional cases. While remuneration committee chair Barry Eccleston concedes the structure is atypical, the annual report contends it is suitable in light of continued competition for talent, a persistently volatile external backdrop, and the resulting likelihood that earlier...

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...

1. What is the applicable legislation? The primary statute applicable to foreign direct investment (FDI) is the Foreign Business Act B.E. 2542 (A.D. 1999) (the FBA). The FBA regulates business activities undertaken by foreign individuals or entities in Thailand. Under the FBA, a “foreigner” is defined as: an individual who does not hold Thai nationality a juristic person not registered in Thailand a juristic person incorporated in Thailand where foreign ownership represents one-half or more of the total shares and/or registered capital a limited partnership or ordinary registered partnership whose managing shareholder or manager is a foreign national The FBA identifies business activities that foreign persons or entities are restricted from, or barred from, conducting in Thailand. These activities are grouped into three lists under the FBA: List 1: businesses that foreign nationals are completely prohibited from undertaking List 2: businesses that foreign nationals may carry on only with a foreign business licence from the...

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...

SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...

this declaration of trust is entered into on [ insert date on which this declaration of trust is executed ] by: [ insert name of nominee ] of [ insert address of nominee ] [ , a company incorporated in England and Wales (registered number [ insert company number ]) ] (the Nominee ). BACKGROUND (A) On [ insert date on which LTIP Restricted Award was granted ] (the Date of Grant ), [ insert name of Participant ] (the Participant ) received a Restricted Award (the Award ) in respect of [ insert number and class of shares under Restricted Award ] in the share capital of [ insert name of company whose shares are subject to LTIP awards ] (the Company ) pursuant to the [ insert name of LTIP ] (the Plan ), and, accordingly, all Shares comprised in the Award have been allotted or conveyed to the Nominee to be retained subject to the Plan thereunder...

FORTHCOMING CHANGE: On 26 November 2025, as part of Budget 2025, the government announced changes due to commence on 6 April 2026. The EMI gross assets threshold will increase from £30 million to £120 million, the upper limit on full‑time equivalent employees will rise from 250 to 500, and the overall cap on the value of unexercised EMI options that a company or group may have outstanding at any one time will go from £3 million to £6 million. In addition, the maximum EMI exercise period will be extended from 10 to 15 years, and existing EMI options can be amended to adopt this longer exercise period without losing tax advantages, provided such amendments are consistent with the legislation that will form part of Finance Bill 2025–26. Furthermore, with effect from April 2027, the obligation to notify HMRC of the grant of EMI options for them to take effect as qualifying options will be removed. This change will be legislated in Finance Bill 2026–27. These measures were confirmed as...

The appropriate section of the HMRC annual return to complete hinges on whether the relevant share appreciation right (SAR) or restricted stock unit (RSU) constitutes a securities option for the purposes of s 420(8) of the Income Tax (Earnings and Pensions) Act 2003. In both scenarios, the award counts as a securities option if it grants a legal entitlement to obtain shares, and this, in turn, is determined in practice by the precise terms of the award concerning the method by which settlement may actually occur...

This Q&A proceeds on the basis that intended lowering of the hurdle attached to the growth shares is not one element of a pre‑arranged sequence of steps or a tax avoidance arrangement (for instance, where the plan from the outset was to grant the shares with a high hurdle and later reduce that hurdle to confer a benefit on employees). In that scenario, HMRC might effectively contend that the employment‑related securities rules are not engaged, and that employees are instead taxable to general earnings, by reference to the cases of PA Holdings Ltd v Revenue and Customs Commissioners and UBS AG v Revenue and Customs Commissioners...