Jurisdiction(s):
United Kingdom

Key definition

Employee Benefit Trust definition

What does Employee Benefit Trust mean? An employee benefit trust (EBT) is a discretionary trust used in employment and rewards practice to hold and apply assets for the benefit of employees and former employees of a company (or its parent) and its subsidiaries, and certain dependants. The employer typically settles funds or shares on independent trustees, who exercise discretion within a specified beneficiary class and in accordance with the trust deed. The term is descriptive rather than a defined statutory concept, though UK tax legislation and HMRC guidance refer to EBTs in the context of third‑party remuneration; in Ireland, employee share ownership trusts...

EBT share acquisitions: Takeover Panel concert party clearance, acting-in-concert assessment and Rule 9 mandatory offer risks under the UK Takeover Code

Published by a LexisNexis Share Incentives expert

Practice notes

Relevance of the takeover code to share acquisitions by an EBT

In certain situations, the Takeover Panel (Panel) may need to be approached where a trustee of an Employee Benefit Trust (EBT) is purchasing Shares in a company. Where the trustee might be deemed to be Acting in concert with others when making such purchases, it could trigger an obligation for the trustee to make a comparable offer to all remaining shareholders, in line with the City Code on Takeovers and Mergers (Code). The Panel can be asked to determine whether, for the purposes of the Code, an EBT trustee will be presumed to be acting in concert. In particular cases, the Code stipulates that the Panel must be consulted in advance of specific share acquisitions by an EBT, as outlined below. The Panel’s principal roles are to publish and enforce the Code, and to oversee and regulate takeover activity and other matters within the Code’s scope. Its primary aim is to secure equitable treatment for all shareholders during takeover offers. The Panel takes the view that a material shareholding held by an EBT and/or by directors or a controlled shareholder could...

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Jeremy Glover (Share Schemes)

Jeremy is a senior incentives lawyer who has over 18 years' experience advising businesses on their employee and executive incentives and share plans. Jeremy's practice focuses on the field of remuneration, executive pay, employee share plans and management buyouts. Jeremy advises a broad range of clients including multinationals, quoted companies, privately owned companies (family, owner-managed businesses, venture capital backed and private equity backed). He also provides specialist expert advice to other professional advisers such as accountants, tax advisers and remuneration consultants for their clients. Jeremy has worked in private practice and in-house and enjoys advising clients using the benefit of both perspectives. Jeremy used to head up the incentives practices at Reed Smith LLP, Stephenson Harwood LLP and the Entrepreneurial Group at EY in London. Jeremy is now a senior consultant to a number of law and accounting firms including Reed Smith LLP, PWT Advice LLP and...

Web page updated on 21/05/2026

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