Employee benefits and executive compensation

“The team at Norton Rose really specialises in this work. ‘It's a pretty technical area and they have been proactive,’ comments one satisfied client. The employee benefits team represents organisations in the financial, infrastructure and technology sectors. It is lauded for its ‘consistency’ of approach and for being accessible, prompt and proactive.”
Chambers UK, 2013

Our global employee benefits and executive compensation team comprises dedicated incentive specialists with experience ranging from tax issues to securities law, corporate governance and best practice. Through our network of offices across Europe, Asia, Australia, Canada, Africa, Latin America and Central Asia, the team can deliver both domestic and cross-border advice on the full range of employee benefit and compensation matters.

We can advise you on all types of employee share scheme and share or cash bonus arrangements, as well as supporting you during your corporate transactions. Multinational companies instruct us on the introduction of share schemes around the world, particularly those active in our key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and pharmaceuticals and life sciences.

We deliver:

• Creative and commercial advice.
• Clear guidance on the corporate and shareholder aspects of employee share incentives, with particular awareness of the views of institutional investors.
• Tailored advice to the needs of each client: the schemes that we help you to introduce will be best suited to your employee culture and compatible with any share incentive arrangements that you already have in place.
• Assistance at all stages of the process, including tax-savings structures and post-implementation matters such as advising on reporting and other regulatory requirements.

Our areas of work include:

• establishing all types of employee share schemes and share or cash bonus arrangements
• advising on the effect of corporate transactions on share and bonus arrangements and implementing those
• introduction of global schemes by international companies

Our recent work:

• Advising Crest Nicholson on the incentives aspect of its £550 million initial public offering on the main list of the London Stock Exchange, including assisting the company in exiting its existing share incentive arrangements and implementing a range of new tax-approved and unapproved plans.
• Advising CGI Group Inc. on the incentives aspects of its US$1.7 billion acquisition of Logica PLC, which involved complex retention structures and an extensive employee communication exercise covering many different share plans and multiple jurisdictions.
• Advising Aquiline Capital Partners, the private equity group, on the incentives aspects of its £87 million acquisition of IAG's Equity Red Star motor insurance business.
• Advising several clients on the implementation of clawback arrangements, including co-ordinating advice on the enforceability of such arrangements in various jurisdictions around the world.
• Advising Petrofac Limited on the implementation of a new, one-off incentive plan for 10-15 key senior executives designed to deliver exceptional growth and shareholder value creation whilst building sustained performance over the long-term.
• Advising Müller on the employee share plan aspects of its £279.5 million public takeover of LSE listed Robert Wiseman Dairies, including the preparation of employee communications.
• Advising Chaucer Holdings on the share schemes aspects of its £313 million takeover by The Hanover Insurance Group and, following the takeover, advising Hanover on the implementation of two new incentive plans and advising Chaucer on the winding-up of its HMRC-approved SIP.
• Advising Glencore International on the extensive employee share incentive aspects of its IPO on the London and Hong Kong Stock Exchanges which valued the company at $62 billion and made it the first new issue for a quarter of a century to join the FTSE 100 immediately.
• Assisting Irwin Mitchell LLP, a UK law firm, with the partnership remuneration aspects in connection with the establishment of a company which has obtained “alternative business structure” status with a view to seeking an IPO or private equity investment in the future.  The matter raised complex issues due to the requirements of the Solicitors Regulation Authority relating to alternative business structures and the tax treatment of participants.