The London Office is a key part of the coordinated benefits and compensation services provided by Jones Day on a global basis. We coordinate with our European offices the equity compensation and pensions aspects of multijurisdictional transactions and benefits structures for international clients. We also have a thriving local practice advising on U.K. employee benefit arrangements. The key areas on which we advise are highlighted below.

Employee Share Schemes

Designing, drafting, and implementing employee share schemes and other incentive arrangements for public and private companies, covering: 

• Inland Revenue-approved company share option plans (CSOPs), savings-related share option schemes (SAYEs), share incentive plans (SIPs, formerly AESOPs), and enterprise management incentive schemes (EMIs).
• Unapproved schemes, including long-term incentive plans (LTIPs) delivering shares, restricted stock, and other cash-based performance units (such as phantom schemes).
• Employee benefit trusts to work in conjunction with share incentive arrangements.
• The U.K. operation of U.S. and other overseas incentive plans, including securities law issues.
• Taxation of employee-held securities, including the tax regime for restricted securities.
• Accounting issues arising from the implementation of these arrangements.

Pension Schemes

Drafting, reviewing, and implementing, either alone or in conjunction with actuaries, consultants, professional trustees, and other advisors:

• Approved pension schemes, both defined benefit and defined contribution (including small self-administered schemes (SSASs) and other executive schemes), including contracted-out arrangements.
• Unapproved pension arrangements (such as funded unapproved retirement benefit schemes (FURBSs)).

Advising pension schemes that have failed to comply with regulations and liaising with the Inland Revenue and OPRA to minimize penalties.

Advising companies and trustees on the winding-up or amendment of pension schemes including, where appropriate, managing the winding-up process.

Dealing with: 

• Disputes between companies and trustees relating in particular to liabilities for deficits in pension schemes and also the process for recovery, including dealing with the regulatory authorities.
• Contractual pension liabilities that may arise outside the specific rules of the pension scheme.
• Technical, legal, and other contractual hurdles arising from seeking to amend pension benefits.

Private Equity

Advising on the structure of executive investments in private companies and, in particular, the most tax-efficient means of making such investments, by direct equity or options or other rights over shares or loan stock.

Advising on the exposure of private equity investors to pension scheme liabilities.

Quoted Companies

Advising on:

• Institutional investor requirements and liaising with relevant organizations.
• Securities law and other regulatory issues relating to the implementation of incentive arrangements.

Drafting communications and liaising with the Takeover Panel and the Inland Revenue on the treatment of option holders on takeovers.

Advising on pensions aspects of acquisitions, flotations, and other share offers, including accounting issues, and advising on appropriate disclosure to shareholders on pension liabilities.

Mergers and Acquisitions

Dealing with all aspects of due diligence and contract drafting in the deal process relating to equity compensation and pensions liability and funding issues, including all local and EU legislation, taxation and social security issues, and employer/employee liabilities either to deliver/receive stock or to fund obligations under all plans.

Litigation

Advising on bringing and defending actions, including requests for the court's interpretation, to:

• The Pensions Ombudsman
• OPRA
• The High Court and appeal courts

Advising claimants on the accessibility of defendants' pension funds for the payment of settlements or judgment amounts.

Insolvency and Business Recovery

Advising insolvency practitioners and companies on the pensions issues relating to insolvency, business rescue, and recovery, including the liability of group companies, the obligations of the insolvency practitioner, and the Pensions Protection Fund and the Financial Assistance Scheme.