Aims and objectives
This module introduces the basic framework of English laws within which employee share plans operate. The aim is that to enable students to recognise potential pitfalls in structuring plans as arrangements for the immediate or deferred acquisition of shares.
Learning outcomes
On the successful completion of this module, the student should be able to:
1	Relate company as a legal entity to its ability to operate an employee share scheme;
2	Distinguish between various forms of share and their legal obligations;
3	Work within the legal framework of rights and duties for scheme trustees; and
4	Recognise the implications of company reorganisations, mergers and takeovers for employee share schemes.
Synopsis of content
1	Principles of Company Law The aim of this topic is to introduce the fundamental principles of company law – separate legal identity and limited liability, together with the types of companies which are permitted by English law.
2	Company Constitution The aim of this topic is to explain the legal and practical processes involved in forming a limited company, the purpose and content of a company's memorandum and articles of association, and the processes by which a limited company takes decisions, and acts on a day-to-day basis.
3	Share Capital The aim of this topic is to introduce the concepts of share capital and issued share capital, the nominal value of shares, the rights attaching to shares and the procedure required for the issue of new shares.
4	Securities Law The aim of this topic is to familiarise students with the Financial Services and Markets Act regime which regulates the carrying on of specified activities in relation to investments, and the giving of investment advice. The student should develop a working knowledge of the principalexemption from the Act for "employee share schemes". This topic also outlines the regulatory regime governing the issue of a prospectus contained in the Financial Services and Markets Act 2000, the Prospectus Regulations 2005, the Prospectus Rules and the EU Prospectus Directive and the civil offence of market abuse, which supplements the rules on insider dealing.
5	Listed Companies The aim of this topic is to introduce students to the provisions of company law which are specific to listed companies, in particular the requirements of the Listing Rules, AIM Rules, Disclosure and Transparency Rules and the ABI Guidelines in relation to the operation of employee share plans.
6	Share Scheme Considerations The aim of this topic is to explain the interaction between English company law and employee share incentive arrangements – in particular, introducing the concept of an "employees' share scheme" and its significance for CA 2006. This topic also examines other issues which commonly arise in relation to employee share incentives, including the CA 2006 rules on loans to employees and directors, the rules on purchase of own shares by a company and directors' statutory duties in relation to the operation of employee share incentive plans.
7	Trust Law The aim of this topic is to introduce students to the fundamental principles of English trust law – the requirements for the creation of a valid trust, and the powers and duties of trustees. The topic goes on to explain the principle uses of discretionary trusts in the context of employee share incentives, the requirements (legal and practical) for operating an employees' trust and the principal terms of an employees' trust deed.
8	Contract Law Contract law does have a significant impact on employees' share schemes, principally in relation to agreements between a company and an employee governing the terms of participation in an employees' share scheme. Contracts are made all the time by all people, from matters as simple as buying a sandwich to more complex arrangements, such as taking out a bank loan, say, to buying a car. Contracts are also entered into for the provision of services, whether by a tradesman or a professional adviser. Much of the English legal regime for contracts is complex and outside the scope of these notes. The aim of this topic is therefore only to introduce students to the rules on formation of contracts in English law.
9	Employment Law As with contract law, the majority of the English legal framework on employment law is outside the scope of these notes. The aim of this topic is therefore to explain the principal features of contracts of employment and to discuss three areas of employment law with particular significance for employee share incentives: TUPE transfers, forfeiture of share awards and options on termination of employment and exercises of discretion in relation to share awards and options.
10	Takeovers and Other Corporate Transactions The aim of this topic is to introduce students to some of the common types of corporate transactions which may involve employee share incentives. Advisers will often be asked to draft or comment on communications to employees, shareholders or optionholders, and this topic aims to ensure that students are aware of the legal framework surrounding and determining the content of such communications.

Aims and objectives
This module aims to provide students with a clear understanding of the basic principles of taxation of employee share ownership including the tax benefits offered under arrangements approved by HM Revenue & Customs. The module will also cover the corporation tax implications of employees’ participation in share incentive arrangements and the taxation of employee benefit trusts.
Learning outcomes
On the successful completion of this module, the student should be able to:
1	describe the tax and social security consequences of an employee acquiring, holding and disposing of shares or an interest in shares in his employing company or its parent;
2	describe the various HM Revenue & Customs approved tax beneficial arrangements that exist. Such a description should include the advantages and disadvantages of these arrangements and the necessary conditions that must be satisfied in order to operate them;
3	identify the cost implications of operating employee share incentive arrangements; and
4	describe the reasons why companies establish employee benefit trusts and the tax treatment of onshore and offshore trusts.
Synopsis of content
The module is broken down into the following sub-topics, which form ten units in all.
1	Introduction to the taxation of employee share incentives, Income tax, capital gains, NICs.
2	HM Revenue & Customs approved incentive plans, Company share option plans, Enterprise Management Incentives, Share Incentive Plans and SAYE-Sharesave.
3	Unapproved incentive plans, L-TIPs, restricted securities, convertible securities and post acquisition charges.
4	Corporation tax deductions.
5	Employee benefit trusts.