Sarah Ferguson

Tax Partner, Bird & Bird

Sarah Ferguson is a Partner at Bird & Bird, based in the London office and specialising in incentives.

Her particular focus is advising on the establishment and operation of employee share plans (both in the UK and internationally), including tax-favoured enterprise management incentive (EMI) option plans, long-term incentive plans (LTIPs), tax-advantaged company share option plans (CSOPs), share incentive plans (SIPs) and sharesave (SAYE) plans.

Sarah has almost 15 years' experience of advising both listed and private companies on their executive remuneration and all-employee incentive structures, including the design, implementation and operation of share-based and cash-based plans, their global implementation, related trust and tax work, and support on large cross-border transactions.

Sarah joined Bird & Bird in September 2023, having previously worked at DLA Piper (as a legal director for 3 years), Tapestry Compliance LLP (as a senior associate for over 5 years), Slaughter and May (as a senior associate for two years) and Clifford Chance (for four years, as both a trainee solicitor and then a junior associate). Prior to beginning her legal career, Sarah read Law and Classics at Christ’s College, Cambridge.

Contributed to

2

Malus and clawback

Practice notes

This Practice Note introduces the concepts of malus and clawback provisions and details the practical considerations companies need to consider when using malus and clawback provisions in share option, share award and bonus documentation. The concept of withholding or recovering value from executives if a material adverse event occurs following the award of performance-related pay has become increasingly common in recent years. This Practice Note is written in conjunction with Nick Hipwell of DLA Piper UK LLP, Sarah Ferguson of Bird and Bird, and Rasmus Berglund and Sam Taylor of Macfarlanes LLP.

Share Incentives

Share incentives in quoted companies—takeovers by scheme of arrangement

Practice notes

The purpose of this Practice Note is to explain the key issues to consider when advising on awards over shares in a quoted company that is the target of a takeover by way of a scheme of arrangement. It outlines the process involved in a scheme of arrangement and provides practical guidance on the share plans issues that are specific to both the scheme of arrangement process and key documentation. It also details some important differences in the treatment of share incentives depending on whether the takeover is by way of a cash scheme of arrangement or a share-for-share scheme of arrangement. This Practice Note is produced in partnership with Sarah Ferguson of Bird & Bird and Nicky Griffin of Pinsent Masons.

Share Incentives