Euan Fergusson

Euan advises both corporates (including start-ups and established private and public companies) and individuals on all legal and tax matters relating to the planning, implementation and operation of equity-based incentive arrangements.

The scope of his extensive practice includes the implementation of tax advantaged share plans, advising on bespoke arrangements for the recruitment and retention of key executives, the establishment of employee benefit trusts and other special purpose vehicles (SPVs) to facilitate the operation of such arrangements (including joint share ownership plans), and the implications and consequences attaching to existing, replacement and new plans in corporate transactions.

Euan has been specialising in the area of equity-based incentives since 1997. During this time, he has had experience of share plans from both an “issuer” and “advisor” perspective. His exposure to share plans started when he was the company secretary at a Lloyd’s insurance broker, and it has continued throughout his subsequent career as a solicitor. He has also spent three years working with one of the ‘Big Four’ accountancy firms as a share plans’ adviser.

• Advising on the design, implementation and operation of UK tax-advantaged enterprise management incentive (“EMI”) option plans for a number of clients on both an “exit only” and “time and performance” basis.
• Advising and implementing a UK tax-advantaged company share option plan (“CSOP”) for a US company in the form of a schedule to its existing share plan.
• Implementing “growth share” arrangements for three UK-based private companies. This work was carried out in collaboration with Corporate colleagues and extended to the creation of a new class of ordinary shares, which carry separate economic rights that can deliver future growth in a more tax-advantaged manner.
• Advising a newly listed AIM company on the design and implementation of a new suite of share plans to facilitate recruitment, retention and incentivisation of employees, executive directors, non-executive directors and other non-employees both in the UK and overseas, including the US.

• Euan is a joint contributor to the ‘Taxation for Employment Specialists’ by Jolyon Maugham and Jonathan Peacock QC. (Bloomsbury Professional)

Euan has regularly attended and presented at industry conferences in the UK, Europe and the USA for share plan professionals and advisers.