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Employee Stock Options

Employee equity plans that work in practice

Our lawyers design, draft and implement employee stock option plans (ESOPs), phantom share plans and token-based vestings tailored to your stage, jurisdiction and fundraising goals. Every document is prepared and reviewed by qualified corporate and tax attorneys to ensure accuracy and enforceability.

ESOPs, Equity Plans & Web3 Incentives

Our team prepares and reviews ESOP plans, grant agreements and full documentation packages for companies in the United States, the United Kingdom and the European Union.

Table of contents
  • Employee Stock Option Plans (ESOPs)
  • ISO and NSO Option Plans (U.S.)
  • Share Incentive Plans and EMI Schemes (UK)
  • Offshore
  • Token-Based Incentives and Web3 Structures
1.

Employee Stock Option Plans (ESOPs)

We create ESOP frameworks that align employee rewards with company growth. Whether structured as options, restricted stock, or profit interests, we ensure that your plan works legally and commercially for founders, investors, and employees alike.

2.

ISO and NSO Option Plans (U.S.)

For Delaware and other US companies, we advise on Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs). We prepare plan documents, option agreements and board approvals to ensure compliance with Internal Revenue Code Sections 409A and 422.

3.

Share Incentive Plans and EMI Schemes (UK)

For UK-based startups and subsidiaries, we design Enterprise Management Incentive (EMI) and Share Incentive Plans (SIPs) that maximise tax efficiency under HMRC rules. We also advise on eligibility, valuations and documentation required to maintain compliance.

4.

Offshore

When equity cannot be issued due to regulatory, jurisdictional, or funding constraints, we structure phantom equity or performance-based compensation plans that mirror real ownership incentives.

5.

Token-Based Incentives and Web3 Structures

For blockchain and tokenised companies, we design vesting frameworks and smart-contract-based reward systems that comply with securities, tax, and employment laws. We integrate on-chain mechanics with traditional cap table management.

Our Focus

Founder protection

We include anti-dilution, good leaver/bad leaver and vesting provisions that prevent cap-table distortions

Tax efficiency

We coordinate with international tax counsel to optimise your structure under US, UK and offshore regimes.

Regulatory compliance

Every plan is reviewed for securities, employment and corporate law compliance in your key jurisdictions.

Investor readiness

We ensure your stock option plan meets investor expectations at pre-seed, Series A and later funding rounds.

Documentation

Option plan rules, grant agreements, board and shareholder resolutions and updated cap table tracking.

Let’s Build Your Global Legal Foundation

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FAQ

What is an ESOP and why do startups need one?

An Employee Stock Option Plan (ESOP) allows companies to reward employees with equity linked to future growth. A well-structured ESOP helps attract and retain talent while keeping the cap table clean and investor-ready.

Which jurisdictions do you support for ESOP setup?

We prepare ESOPs and related documentation for companies operating in the United States, the United Kingdom and the European Union, ensuring compliance with local corporate, tax and securities rules.

Do you structure ISO and NSO plans for U.S. companies?

Yes. For Delaware and other U.S. entities, we design Incentive Stock Option (ISO) and Non-Qualified Stock Option (NSO) plans that comply with Internal Revenue Code Sections 409A and 422, including plan rules, option agreements and board approvals.

Can you help with EMI and SIP schemes in the UK?

We advise on Enterprise Management Incentive (EMI) and Share Incentive Plans (SIPs), including eligibility checks, valuations and all documentation required to meet HMRC requirements and maintain tax-efficient treatment.

What if a company cannot issue equity?

When direct equity issuance is not feasible due to regulatory or jurisdictional constraints, we structure phantom share plans or profit-participation units that replicate the economic value of ownership without transferring actual shares.

Do you support token-based incentive structures?

Yes. For Web3 companies, we design token-based vesting systems and on-chain reward frameworks that comply with securities, tax and employment law while integrating with traditional cap-table management.

How do you ensure ESOPs stay compliant across jurisdictions?

All plans and agreements are reviewed by qualified corporate and tax attorneys admitted in the U.S., England & Wales and the EU. We align each structure with securities rules, employment laws, corporate governance standards and investor expectations.

Will investors accept the ESOP you prepare?

Yes. We draft ESOPs consistent with what venture capital funds expect at pre-seed, Series A and later rounds, including vesting schedules, leaver provisions, governance rights and cap-table clarity.

What documents are included in an ESOP package?

A complete package includes the option plan, grant agreements, board and shareholder resolutions, required filings (where applicable) and updated cap-table tracking.

How do you handle tax considerations for employee equity?

We coordinate with international tax counsel to optimise tax outcomes under U.S., UK and EU rules and ensure that each plan meets the necessary compliance thresholds for favourable treatment.