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
4	Recognise the implications of company reorganisations, mergers and takeovers for employee share schemes.
Synopsis of content
1	What is a company? a comparison of industrial and provident companies, guarantee companies, collective investment schemes.
2	Memorandum and articles of association; provisions common to private companies, listed company articles.
3	What is a share? Other securities, rights attaching to shares; CA 1989, s89 and 90; pre-emption rights; bonus issues, rights issues; transfer of shares.
4	EU Prospectus Directive, Public Offer of Securities Regulations, FSMA structure and relevant exemptions.
5	Listed companies; full listing, AIM etc, listing rules, obligations on listed companies, directors' duties; prohibition on insider dealing, prohibition on a company holding its own shares, Treasury shares.
6	Company laws; significance of an "employees' share scheme"; use of an employees' trust, financial assistance and loans to employees.
7	Trust law – legal nature of trusts - discretionary trusts, s86 IHTA 1984; SIP trusts; who are the trustees? beneficiaries and trustees' duties.
8	Laws of Contract; formation of an option contract.
9	Employment Laws; duty of good faith; remedies for breach of contract.
10	Takeovers, mergers and other special situations; City Code and minority shareholders.

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
4	Recognise the implications of company reorganisations, mergers and takeovers for employee share schemes.
Synopsis of content
1	What is a company? a comparison of industrial and provident companies, guarantee companies, collective investment schemes.
2	Memorandum and articles of association; provisions common to private companies, listed company articles.
3	What is a share? Other securities, rights attaching to shares; CA 1989, s89 and 90; pre-emption rights; bonus issues, rights issues; transfer of shares.
4	EU Prospectus Directive, Public Offer of Securities Regulations, FSMA structure and relevant exemptions.
5	Listed companies; full listing, AIM etc, listing rules, obligations on listed companies, directors' duties; prohibition on insider dealing, prohibition on a company holding its own shares, Treasury shares.
6	Company laws; significance of an "employees' share scheme"; use of an employees' trust, financial assistance and loans to employees.
7	Trust law – legal nature of trusts - discretionary trusts, s86 IHTA 1984; SIP trusts; who are the trustees? beneficiaries and trustees' duties.
8	Laws of Contract; formation of an option contract.
9	Employment Laws; duty of good faith; remedies for breach of contract.
10	Takeovers, mergers and other special situations; City Code and minority shareholders.

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
4	Recognise the implications of company reorganisations, mergers and takeovers for employee share schemes.
Synopsis of content
1	What is a company? a comparison of industrial and provident companies, guarantee companies, collective investment schemes.
2	Memorandum and articles of association; provisions common to private companies, listed company articles.
3	What is a share? Other securities, rights attaching to shares; CA 1989, s89 and 90; pre-emption rights; bonus issues, rights issues; transfer of shares.
4	EU Prospectus Directive, Public Offer of Securities Regulations, FSMA structure and relevant exemptions.
5	Listed companies; full listing, AIM etc, listing rules, obligations on listed companies, directors' duties; prohibition on insider dealing, prohibition on a company holding its own shares, Treasury shares.
6	Company laws; significance of an "employees' share scheme"; use of an employees' trust, financial assistance and loans to employees.
7	Trust law – legal nature of trusts - discretionary trusts, s86 IHTA 1984; SIP trusts; who are the trustees? beneficiaries and trustees' duties.
8	Laws of Contract; formation of an option contract.
9	Employment Laws; duty of good faith; remedies for breach of contract.
10	Takeovers, mergers and other special situations; City Code and minority shareholders.