Fixed Fee Employee Share & Share Option Consultation

Independent Legal Review for Employees and Directors Offered Share Schemes

Are you an employee or director who has been offered EMI share options, growth shares, or any form of equity incentive? At The Jonathan Lea Network we offer a comprehensive fixed fee consultation service to help you understand exactly what you’re being offered and how it may impact your future.

We provide an independent review of share schemes and option agreements, flagging important points (including those which you may wish to negotiate) and risks so you can make an informed decision. Our experience ranges across all types of companies, from fast-growing private businesses to large corporate groups. Whether you are considering EMI options, other HMRC-approved options, unapproved options, growth shares, or outright share awards, we have the knowledge to guide you through the process.

Why Specialist Advice Matters

Share schemes are often marketed as attractive benefits, but the reality is that they can be highly complex, both in how they work and in their tax consequences. It is not uncommon for employers to offer shares and / or options that carry unintended and irreversible negative tax repercussions for both employee and employer. Employees and directors often find themselves facing legal jargon and unfamiliar concepts. Our job is to translate the small print and highlight the commercial and practical implications.

We help you to:

• Understand Your Position: We explain the offer in plain English, so you are clear about your rights and obligations, and whether the scheme is as beneficial as it appears.
• Spot Hidden Risks: We identify clauses that might limit your upside or expose you to unnecessary risk.
• Negotiate Key Terms: If there are terms that put you at a disadvantage, we advise on how to negotiate or remove them.
• Plan for the Future: We advise on what happens to your options or shares if you leave, if the business is sold, or if you want to sell your shares in the future.

What We Review

Our review is comprehensive, addressing all the key areas that matter to you. These include:

Leaving Employment

One of the most critical issues in any option or share scheme is what happens if you leave the company, whether voluntarily or otherwise. We examine the agreement to see if you will be treated as a “good leaver” or a “bad leaver,” as this can significantly affect your ability to keep or exercise your options. The discretion employers have in this area is often wide, but not always absolute – if you feel discretion has been used unfairly, we can guide you on possible challenges.

Business Sale or Exit

We explain what happens to your options or shares if the business is sold, including whether your interests “vest” early, if you must sell your shares, and whether any earn-out provisions apply (where some sale proceeds are paid in instalments if certain targets are met). We help you understand both the commercial and tax issues around business sales and option exercises.

Acquisition Price and Tax Value

It’s vital to know how much you’ll have to pay to acquire shares on exercising your options—and equally important to understand the tax value of those shares. For private (unquoted) companies, the tax value determined by HMRC may differ from their commercial value, which can lead to unexpected tax bills. We clarify these differences and ensure you understand your income tax and national insurance obligations.

Realising Value

In private companies, selling or transferring shares can be very difficult. We advise on how and when you can dispose of shares and whether you will have any exit opportunities, such as rights of first refusal or pre-emption rights.

Terms That May Reduce Share Value

Some provisions in share option agreements can detract from the potential value of your award, such as:

• Good leaver/bad leaver clauses
• Compulsory transfer provisions
• Share for share or option swaps (important if the company is restructuring)
• Restrictions on selling shares

We will highlight any such terms and explain their effect.

Explaining the Tax Position

Tax is often the area where share option schemes are most misunderstood. We help you navigate:

• Income Tax and National Insurance: Share awards can trigger income tax and NIC liabilities. Some schemes (like EMI) may offer exemptions, but these depend on the scheme being properly implemented and reported.
• Capital Gains Tax (CGT): CGT may arise when you eventually sell your shares, and the rules can be complex.
• Tax Value vs. Commercial Value: HMRC does not refund tax if share value falls after you’ve paid tax on an award. We explain what this means in practice and help you avoid unpleasant surprises.
• Tax Reporting: We guide you through the reporting process, including any support your employer may offer (e.g., agreeing share values with HMRC).

Risks Specific to EMI Options

While EMI options are often the most tax-efficient option for UK employees, there are several “disqualifying events” that can strip away your tax advantages. These include:

• Failure by the company to report the award to HMRC or to meet scheme deadlines
• Company reorganisations, such as a new holding company being inserted
• The company ceasing to trade or not commencing trading within HMRC timeframes
• Amendments to share rights or capital that affect option value

If a disqualifying event occurs, you may have just 90 days to exercise your options and preserve tax benefits. We check for any risk of disqualification and recommend including notification requirements in your documents so you’re always informed.

Dispute Resolution

Disputes sometimes arise over share value, the loss of tax advantages, or the way discretion is exercised (for example, whether you are treated as a “good” or “bad” leaver). We provide a realistic assessment of your options, review the facts, and help you pursue the most effective resolution. In many cases, your employer cannot change or remove your rights without your consent, unless the original agreement says so.

Our Service: What You Get

• Independent, Confidential Review: We scrutinise your share scheme or option documents in detail.
• Personal Consultation: Meet with an expert (by video call) to discuss your circumstances and answer your questions.
• Written Report: Receive a tailored summary, highlighting all the points you need to know and providing clear recommendations.
• Negotiation Support: We identify terms you may want to negotiate and explain how best to approach your employer.
• Practical Guidance: We remain available to answer any follow-up queries about your share incentives.

Why Choose The Jonathan Lea Network

• Specialist Experience: We have advised hundreds of employees and directors across all sectors.
• Transparent, Fixed Fees: Know exactly what you’ll pay upfront—no hourly rates, no surprises.
• Fast, Friendly Service: Get the answers you need when you need them, in a supportive and jargon-free environment.
• Impartial Advice: Our only priority is your best interests.

Book Your Fixed Fee Consultation

Take control of your share options and future. Contact us today for a confidential, fixed fee consultation with a specialist solicitor.

Our fixed fee consultation service fees start from £300 + VAT for a one-hour appointment (comprising 15 minutes reviewing information, a 30-minute video call consultation and 15 minutes composing an email written record of our advice). We find that a one-hour appointment is sufficient for most cases, but once we find out more, we sometimes offer longer appointments where the issues are particularly complex.

Before confirming a fee by email, we first ask that potential clients send us the share or share option scheme contractual documentation, any relevant correspondence and a list of key issues and questions the employee has.

Phone: +44 (0)1444 708 640 
Email: wewillhelp@jonathanlea.net
Online Booking: https://www.jonathanlea.net/ask-a-question/

Gain clarity. Minimise risk. Maximise value. Get expert legal advice before you sign.