Our involvement in the tech sector means that we have expertise and advise on a wide range of legal issues related to tech companies. We advise on the entire lifespan of a company, dealing with company incorporations, adoption of articles of association, shareholders’ agreements, limited liability partnership agreements, joint ventures, fund raisings, employee share incentive schemes (in particular Enterprise Management Incentive (EMI) schemes), share sales and asset sales.
Enterprise Management Incentive (EMI) schemes
We have particular expertise in advising on EMI option plan schemes. EMI schemes are a tax favourable means by which employees of a company can be grated incentive option shares. We have close working relationships with a number of accountancy firms who specialise in this area, including those with a particular focus on owner-managed and small businesses.
In order to be able to grant EMI options a company must have gross assets of £30 million or less and have fewer than 250 full-time employees. EMI options can be granted either by the issue of new shares or by transferring shares already in existence. Subject to certain restrictions EMI options can be granted to the employees of a company provided they do not have a “material interest” in the company. EMI options cannot be granted to non-executive directors or consultants.
We are able to advise on the appropriateness of establishing an EMI scheme, draft the relevant documents and coordinate with accountants throughout the process.
Shareholder arrangements
We also have significant expertise in putting in place various forms of shareholder arrangements. We are able to advise on the company’s constitution, including adoption of new articles of association, shareholders’ agreements, joint venture agreements and appropriate corporate structures and vehicles.
We also advise companies when taking on investment, including drafting investment agreements, subscription agreements and deeds of adherence.
We have experience advising companies with a small number of shareholders as well as more complicated arrangements with multiple classes of shareholders with varying rights. Included in this is our ability to advise on joint venture arrangements, either where two equal partners are engaged in the running of a company and require deadlock resolution mechanisms, or where there is a majority and minority relationship. Our industry expertise allows us to draft bespoke agreements taking into account the specific concerns of disparate businesses and the varying, and sometimes conflicting, interests of different shareholders.
For further information, please call Simon Halberstam on 020 3206 2781 or via email to simon.halberstam@smab.co.uk.