Graham Muir

Practice Areas

Graham is a Consultant in our Tax team with a 25 year track record of specialism in employee incentive schemes and employment tax issues.

Graham advises quoted and unquoted companies on structuring, establishing and operating all forms of employee incentive scheme. He advises on the employer and employee tax, company law, corporate governance and regulatory issues arising out of such schemes (whether share-based or cash-based). In addition, Graham advises on the taxation of employees and directors, including PAYE, National Insurance contributions and capital gains tax and on the issues that arise out of termination of employment or office and salary sacrifice arrangements.

Graham is well known and well respected in the industry. He is Co-Chair of the Tax Committee of the Share Plan Lawyers Group, in addition to his being an inaugural member of the HMRC Share Scheme Forum and a member of the Quoted Companies Alliance Share Scheme Experts Group.

Professional Memberships

Graham is Co-Chair of the Tax Committee of the Share Plan Lawyers Group, sits on the Share Scheme Experts Group of the Quoted Companies Alliance, and is a founder member of HMRC Share Schemes Forum. He also sits on the LexisNexis Tax Consulting Editorial Board.

Work Highlights

On the £120m IPO of ActiveOps PLC, a global software company, involving a complex pre-IPO reorganisation; at IPO CMS advised the company on its introduction of a wide range of equity incentive schemes applying to its worldwide workforce over six jurisdictions.

Innovation agency Nesta in its acquisition of Behavioural Insights Limited, including structuring of the employee equity incentive arrangements in order to dovetail with the sale documentation.

On the introduction of a complex growth share scheme involving shares in Venterra Group Limited, the intermediate holding company otherwise wholly owned by Venterra Group PLC, and instituted founder share arrangements and unapproved option arrangements in the PLC.

RDI REIT on its GBP 468m recommended takeover by Starwood Capital Private Equity. RDI REIT had a range of equity incentive arrangements for different levels of management, and the awards under such arrangements had to be caught by the scheme of arrangement (a process complicated by RDI REIT’s being incorporated in the Isle of Man).

Braemar Shipping Services plc on the company's broad range of employee share schemes including the impact of MAR and implementation of a tax-advantaged Sharesave option scheme.

A private company on a dispute with HMRC on the tax treatment of the consideration given for the acquisition of a subsidiary undertaking.

A global group on the establishment of a global equity plan for senior management.

Many SMEs on equity incentives for management (including in particular EMI arrangements).

Various venture capital houses and management teams on the equity remuneration of management in investee companies.

Languages Spoken

English

Education