Sarah Ferguson

Practice Areas

Employee Incentives & Benefits

Career

I am a Tax partner, based in our London office and specialising in incentives. I advise 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.

Known for my practical approach in tackling potential incentives problems and for my 'can-do' attitude, I delight in finding solutions to any issues swiftly and cost-effectively for my clients.

I have over 15 years’ experience of advising private companies and AIM-listed companies, as well as numerous FTSE 100 and FTSE 250 companies, share plan administrators and trustees on the global incentives aspects of their transactions and advisory matters, including global rollouts.

With an especially strong background in transactional and global work, I have supported both clients and my corporate colleagues through many large private company acquisitions/investments. In the listed arena, I have advised on many high-profile IPOs, takeovers, rights issues/placings and demergers.

My particular focus is on tax-favoured enterprise management incentive (EMI) option plans. I also advise on growth shares, long-term incentive plan (LTIPs), tax-advantaged company share option plans (CSOPs), share incentive plans (SIPs) and sharesave (SAYE) plans, as well as non-tax advantaged share plans.

As an active member of the share plans industry, I am privileged to have sat on the tax committee of the Share Plan Lawyers Organisation since 2015.

Professional Memberships

Solicitors Regulation Authority, 2010

Personal

I have travelled broadly (including a stint living in New England, USA and later Prague, Czech Republic) but now enjoy a peaceful life in Yorkshire with my husband, spiced up by my role as Head of the Employee Incentives & Benefits team for Two Birds London and our three rambunctious children. My hobbies include crafting, baking, skiing, hiking and reading – crime fiction is my favourite. Who doesn’t love a good Agatha Christie?

Work Highlights

Advised East Japan Railway Company on the incentives aspects of their purchase of 100% of the shares in Decorum Vending Limited.

Advised GoHenry on its merger with US company Acorns for share consideration, which included complex incentives arrangements operated in multiple jurisdictions.

Advised investor Heineken on its acquisition of the remaining shareholding in Beavertown Brewery.

Advised on Wireless Logic's dual acquisition of Jola Cloud Solutions and Mobius Networks for £175 million and £165 million respectively.

Advised Church & Dwight on the global rollout of their US discretionary share plan for executives in 14 jurisdictions.

Advised Innovid on its acquisition of TV Squared for share consideration worth $160 million and including cross-border incentives advice in multiple jurisdictions.

Advised on the incentives aspects of BW ESS Pte. Ltd's acquisition of Penso Power Limited.

Advised Aggreko on its take private of public company Crestchic for £122 million by way of a cash scheme of arrangement with intricate incentives arrangements, including an executive growth share plan at subsidiary level with shadow arrangements, as well as tax-advantaged CSOP options for the broader employee base.

Advised numerous clients (including Ambar Cloud, Cambridge Machines and Rated Labs) on a variety of tax-beneficial incentives structures.

Advised Gamma, a leading provider of Unified Communications as a Service into the UK and European business market, on the complex share plan considerations in its acquisition of Satisnet, a leading provider of cyber security services and solutions to businesses across the UK and Europe.

Advised on the complex incentives considerations for Gamma’s acquisition of EnableX, which comprises three channel businesses, Pragma, Techland and Candio and focuses on enabling resellers to access new opportunities and win within multiple technology areas, including in Cloud Communications, where it is one of the leading providers to the UK wholesale channel.

Expert in these Jurisdictions

England and Wales, though I have broad experience in share plan rollouts across the globe (including the US, Canada, APAC, Europe and the Nordics).

Languages Spoken

English

Experience

I trained at Clifford Chance and stayed on as a junior associate for a couple of years, focussing on advisory work for executive incentives and all-employee plans (and all the bells and whistles that accompany such arrangements), before moving on to the world of transactions as a senior associate at Slaughter & May. From there, I joined the incentives boutique firm Tapestry as one of their first few associates and specialised in global share plan rollouts and the advisory aspects of management incentives. The world of private company incentives then called and I moved to DLA Piper for a few years as a legal director and shifting my focus to private company transactional work. I have now come into nest as Head of the Employee Incentives and Benefits team in the Tax group of Bird & Bird LLP.

Education