Sara Cohen

I advise on the full range of equity incentive arrangements for both listed and private companies.  This includes all HMRC approved share plans and Enterprise Management Incentives together with a wide variety of unapproved arrangements tailored to support individual clients’ business objectives.  These include nil-paid shares, hurdle shares, joint share ownership plans, performance share plans and long-term incentive plans as well as conventional unapproved option plans.  We can also be quite imaginative in establishing special share classes for a variety of reasons such as to ring-fence a particular value for the founders or reflect the economic contribution of a particular part of a business.  I regularly work with the rest of the corporate team on transactions, ensuring that the tax implications of incentive plans are clear, that any tax and national insurance contributions will be properly accounted for and that the deal is structured in such a way as to preserve any available corporation tax deduction.

I also advise on cash based arrangements such as conventional and deferred bonuses and phantom arrangements where real equity cannot be used for any reason.

My practice also includes a significant amount of work relating to employee benefit trusts, establishing them both onshore and offshore for companies for a wide variety of reasons from warehousing shares to the deferral of cash bonuses.  Because of my experience of EBTs I am also regularly asked to advise trustees from their perspective. 

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Tax-efficient exits for shareholders

My practice also includes advising companies and their shareholders on tax – efficient exits, ensuring that share buybacks are structured in such a way that the sellers qualify for capital rather than distribution treatment and that, where possible, shareholders qualify for CGT entrepreneurs’ relief (a rate of 10% on the first £10m of lifetime gains). 

Investor tax reliefs

We regularly work with both start-up companies and more established companies seeking to raise additional funds.  Part of my practice includes advising companies and prospective investors on the requirements which need to be satisfied to qualify to qualify for tax reliefs such as under the Enterprise Investment Scheme and the Seed EIS and the eligibility requirements for tax relief on investments in venture capital trusts.

Executive remuneration and corporate governance

My practice also includes advising listed companies on the corporate governance implications of executive remuneration including the UK Corporate Governance Code, the requirements of the FSA Listing Rules, the Directors’ Remuneration Report Regulations and institutional investor guidelines.

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