Vesting clause meaning

Issues on the use of discretion in EMI share options This topic has drawn attention in recent years, seemingly after reports that at least one law firm received a ‘rogue response’ from a junior at HMRC’s Employee Share Schemes Unit (ESSU). The query asked HMRC to confirm that tax relief could apply where shares were acquired on an early exercise of Enterprise Management Incentives (EMI) options, using a board discretion expressly included in the option terms, triggered by a corporate event that did not otherwise give optionholders a right to exercise. HMRC apparently indicated that, in those circumstances, the early share acquisition would attract income tax relief as an acquisition under an EMI option. By contrast, there were accounts of HMRC stating that deploying discretion to amend performance-based vesting conditions destroyed the options’ EMI-qualifying status. Any such determinations (if made) were misjudged. Nevertheless, this ‘set a hare running’, with some practitioners wrongly asserting that exercise pursuant to any discretion on the part of the board...

Challenging the jurisdiction of the tribunal pre-award—Singapore’s Arbitration Act and International Arbitration Act Singapore operates a dual-track arbitration framework: the Arbitration Act, 2001 (AA) applies to domestic references, while the International Arbitration Act 1994 (IAA) governs international arbitrations whether the seat is in Singapore or abroad, including those conducted outside Singapore. Both statutes recognise separability, treating the arbitration agreement or clause as autonomous, distinct and independent from the underlying contract. They likewise embody the doctrine of Kompetenz-Kompetenz, vesting the tribunal with competence to rule on its own jurisdiction—including the conclusion that it lacks authority over the parties’ dispute should that be the case. The High Court of Singapore in Malini Ventura v Knight Capital Pte Ltd observed that the UNCITRAL Model Law on International Commercial Arbitration (Model Law) empowers the arbitral tribunal to decide if it has jurisdiction to hear the disputes in question, including issues concerning the validity and existence of the arbitration agreement...

Forfeiture clauses in rack-rented occupational leases are widely accepted, because such leases seldom possess capital value. By contrast, long leases (usually carrying only a minimal ground rent) are regarded as akin to freeholds and are likely to hold substantial capital value, with a significant premium often having been paid on their grant. Lenders taking mortgage security over long leases therefore seek to ensure either: the lease excludes any right for the landlord to forfeit; or adequate protections for the lender are incorporated into any forfeiture clause Mortgagee’s rights on forfeiture If the breach prompting the landlord’s right to forfeit is non-payment of rent, a mortgagee may apply for relief from forfeiture (as though it were an undertenant) or for a vesting order (see Law of Property Act 1925 (LPA 1925), s 146(4)). Where forfeiture arises from breach of any other covenant, the court has a statutory discretion either to grant a mortgagee of the property relief from forfeiture or to make a...

The Trustees shall hold the Trust Fund and income on trust for the Beneficiary, conditional upon their attaining the age of [ specify age ] years, whereupon it vests absolutely...

1 Nil Rate Band Discretionary Trust If my [ insert spouse details ] survives me, I direct my trustees to set aside either: the maximum sum or assets on which no inheritance tax arises on my death, as trustees judge; or such lesser assets or cash as they decide. This forms the “Discretionary Trust Fund” for any of: my [ insert spouse details ], my children and their issue, any trust created for the benefit of any of them, whether of income, capital or discretionary nature (each a “Beneficiary”). In shares the trustees determine by minute. The trustees may by minute award legacies, residue shares, income interests or future/contingent rights in all or part of the fund, including income accumulation, capital vesting, powers to appoint income or capital, and their discretion. Subject to that, they may accumulate income to capital during any permitted period, or (after that period shall) apply all income...

I direct my trustees to hold [ my residuary estate ] on trust for those of my children who survive me and attain 18 years, and, if more than one, distribute it in equal shares absolutely...