Businesses are competing to recruit and retain talent during a time of significant political and investor scrutiny of reward and remuneration arrangements. Our leading practice has responded to our clients facing increasing challenges and scrutiny in the incentives arena.

We have broad experience of advising companies on all aspects of management and all-employee incentivisation, including navigating the latest corporate governance standards and regulatory requirements, advising remuneration committees on sensitive decisions relating to reward, designing, implementing and operating share and cash-based incentive plans, and dealing with the entire range of employee reward in connection with corporate transactions and restructurings.

  • Our incentives team includes multi-specialists who also work across our tax, regulatory and employment practices. We see the connections between these areas and tailor our incentives advice to our clients’ broader strategic and compliance goals.
  • We work closely with our leading corporate practice on the incentives and remuneration aspects of major corporate transactions, including those involving listed companies. We know the importance of being sensitive to the interests of investors, executives, remuneration committees and the wider workforce on transformational deals.
  • We are at the forefront of how incentive arrangements are adapting to the latest corporate governance requirements relating to, for example, malus and clawback, holding periods, post-cessation shareholding requirements and pensions contribution rates for executive directors.
  • We are alive to the bigger picture when advising remuneration committees on decisions relating to their incentive plans and the treatment of participants’ awards. We have deep expertise advising clients on compliance issues where remuneration policies, corporate governance standards and employees’ contractual rights intersect.
  • We aim to give our clients a start-to-finish service when it comes to the drafting, implementation and operation of their incentive arrangements. Our flexible model means that we are also adept at working together with our clients’ remuneration consultants and other professional advisers, both in the UK and internationally.
Share plan, design implementation and operation

Advising both listed and privately held companies on the design, implementation and operation of the full range of share plans.

Corporate transactions

Advising on the incentives aspects of corporate transactions involving listed and privately held companies. Our advice covers negotiating the strategic aspects of incentivisation in connection with corporate acquisitions, as well as the technical steps needed to deal with current and future incentive arrangements when companies combine.

Executive appointments and terminations

Advising listed and privately held companies on all aspects of incentivisation when executives are hired, and when they move on. Our multi-specialist lawyers can advise on employment law and incentives aspects of hirings and exits, acting as a single point of contact and seeing the wider picture.

Management incentivisation

Advising on management equity and incentive arrangements for portfolio companies, including EMI, growth share and other bespoke arrangements.

We work closely with our corporate and other practices to deliver incentives advice that fits into our clients’ wider objectives. Whether delivering standalone incentives and governance advice, or on a corporate transaction, we aim to anticipate how incentive arrangements can be operated in a practical, workable way, while addressing the demands of employees, investors and governance bodies.

Key experience

M&G and Prudential

We assisted M&G and Prudential on their executive reward and share incentive arrangements in the context of the demerger of M&G from the Prudential group.


We assisted Ocado on the adoption of new executive and all employee cash and share based incentive arrangements and their international roll-out across the world, and advising on the incentive aspects of the strategic partnership between Ocado and Marks & Spencers.


We advised Whitbread on the implementation of a new directors’ remuneration policy and shareholder approved restricted stock plan under which senior management including executive directors can participate.

We worked with on its £6 billion all-share merger with Just Eat and advised on the Takeover Code Rule 15 implications and process in the context of the initially proposed scheme of arrangement and the later offer structure.

Key contacts

Phil Linnard
Phil Linnard Partner
Ian Brown
Ian Brown Senior Counsel