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Key definition
Options definition

What does Options mean? In legal practice, an option is a contractual right, not an obligation, to buy (a call) or sell (a put) an identified underlying (for example shares, commodities or currency) at an agreed strike price either on the expiry date (European-style) or at any time up to expiry (American-style). The holder pays an option premium for this right; key terms include the underlying and quantity, strike, expiry and the settlement method (physical delivery or cash settlement). Options are used to hedge risk, obtain price protection or leverage exposure, and are fundamental in derivatives, corporate finance and remuneration structures. The term is...

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EMI option rollovers on UK takeovers, schemes of arrangement and share exchanges: preserving EMI tax advantages, eligibility, timing and common pitfalls

Practice notes
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Enterprise management incentives (EMI) rollover criteria

The rules governing an enterprise management incentives (EMI) rollover are intricate. This Practice Note considers:

  • what is an EMI rollover?
  • the reasons for adopting an EMI rollover
  • the situations in which an EMI rollover may be used
  • the eligibility conditions that must be satisfied, including:
    • requirements concerning the acquiring company
    • requirements concerning the employees
    • requirements concerning the Options
  • the Timing of an EMI rollover
  • the consequences of granting replacement options
  • typical misunderstandings and errors relating to EMI rollovers

For a checklist to determine whether EMI options over shares in a company undergoing a change of control can be exchanged for options on the same terms over shares in the acquiring company, while still retaining the legislative tax advantages of EMI, see: EMI options—checklist for rollover of options.

What is an EMI rollover?

EMI legislation allows replacement options to be granted to existing option holders after a takeover of the original EMI company (whose shares were under option) in a way that preserves the beneficial position...

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Web page updated on 21/05/2026

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