What we do: Employee incentives – Hurdle shares legal advice
Hurdle shares are typically offered to incentivise key employees in return for their loyalty and hard work in assisting the growth of a business. These non-tax advantaged share acquisition arrangements provide considerable flexibility and potential tax advantages for employee and employer. Hurdle shares enable employees to become shareholders at little cost, and allow them to realise the value in the shares once the growth threshold has been achieved.
Our employee incentives solicitors can advise on a range of share option and share acquisition schemes. Typically, we can help you with:
- Advising on the most suitable plan for your commercial goals
- Valuing the shares
- Advising on a future hurdle amount
- How you can combine hurdle shares with other types of share incentive arrangements
In addition to advising on the feasibility of introducing hurdle share arrangements, we can provide guidance in relation to other share schemes that may be available and which might be the most suitable for your business, including:
- EMI options
- Other HMRC tax advantaged arrangements (CSOP, SAYE and SIP)
- Unapproved option schemes
- Phantom shares
- Flowering shares
- Growth shares
About hurdle share schemes
Under hurdle share scheme arrangements employees benefit from the uplift in value once the set growth has been achieved, for example, if a business is currently valued at £20million, a class of “hurdle share” could be created which permits shareholders to benefit if the business grows in value above £25million . For this reason, hurdle shares are popular with companies with ambitious growth targets.
As a non-tax advantaged share scheme, hurdle shares offer considerable flexibility and control in a number of ways:
- Existing shareholder protection – as the employer is able to set the ‘hurdle’ (or threshold) at which the share benefit can be realised, they are afforded greater control over growth targets and shareholding. As such, current employees will not have their stake diluted immediately – thereby protecting key staff and founding members.
- Employer financial protection – As the employee is buying their shares at the market rate (typically low given the early stage of the company and the existence of the hurdle), they are incentivised to work hard and remain faithful to the business. As a result, there is less need to incentivise through salary payments, only once the hurdle target has been met.
- Additional conditions – Employers can make hurdle shares subject to specific conditions, such as forfeiture if the employee leaves the business.
Due to the various types of share incentives available, including HMRC tax advantaged and non-tax advantaged arrangements, it is important to seek expert advice to ensure that your business is using the most appropriate model which is as tax efficient as possible while achieving its intended aim.
HMRC tax implications
- On receipt of the hurdle shares, income tax is typically not payable by the employee if the full market value is being paid.
- If the hurdle share arrangement is properly structured, market value is assessed taking into account the early stage of the company, the small minority stake the individual will take, non-transferability of the shares and the existence of the hurdle.
- On disposal, Capital Gains Tax (CGT) is typically payable – normally at 20%. In addition, hurdle shareholders may benefit from the Capital Gains Tax annual allowance and other reliefs and exemptions.
If you need an introduction to share schemes and which might be best for your business, don’t forget to read our advice What are employee share schemes and how do they work?
Who we help: High-growth businesses, start-ups, SMEs and large businesses
We help start-ups, SMEs and high-growth businesses, as well as investors and entrepreneurs. Hurdle shares are most suitable for companies with ambitious growth plans and an exit strategy. Start-ups and high-growth companies are a major focus for our firm so we are highly experienced in guiding them from formation through to successful exit, and we appreciate how incentivising employees along the way can aid this ultimate goal.
Why choose our employee incentives solicitors? Our experience
We’re a modern law firm with a difference. Our innovative remote operating model means that you can access expert City-grade legal advice from partner-level solicitors at a fraction of the cost of traditional law firms. Our solicitors have all been recruited from top 100 UK law firms or large international businesses. Find out more about our corporate lawyers here:
Abby Watson is a corporate solicitor, specialising in private equity investments, mergers & acquisitions, EMI share schemes, corporate finance and governance and more.View profile
Adam Kudryl is a Partner and Corporate & Commercial Solicitor at Harper James Solicitors, specialising in strategic investments, acquisitions and sales.View profile
Corporate Solicitor & CEO
Toby Harper is the CEO & Founder of Harper James Solicitors, as well as a corporate & commercial solicitor. He specialises in venture capital and the tech sector.View profile
Shubhu specialises in early-stage fund raisings, shareholder arrangements and M&A. Prior to joining Harper James she worked at Mills & Reeve and before that at Addleshaw Goddard and Slaughter and May.View profile
Stephen is an experienced corporate lawyer, with a career including time at DLA Piper and Pinsent Masons. He specialises in mergers and acquisitions and private equity work.View profile
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