What should your company consider before implementing a share award scheme?

Company Law

1. Eligibility of employees

  • Is the scheme limited to employees of the holding company or includes its subsidiaries?
  • What are the eligibility requirements of employees who will be considered for the scheme? (e.g. at least 18 years old, confirmed full time employee, minimum length of service and performance metrics).

2. Scheme duration

  • Implementation date, duration, expiry date of the scheme

3. Offer structure

  • Whether the shares available for the scheme are to be offered by the company in one or several offers?

4. Maximum number of shares

  • Maximum number of shares of the company which may be issued under the scheme
  • Maximum number of shares that can be allotted to specific directors, employees, or groups based on their role or grade.

5. Vesting conditions

  • What are the vesting conditions for the shares to be issued to the scheme participants (e.g. time-based or performance-based)

6. Vesting schedule

  • Whether the shares are issued to the employees in one tranche or staggered based on scheduled vesting dates upon meeting the conditions?

7. Price

  • Whether the employees need to pay for the share? If yes, what is the price or basis for determining the price?

8. Transferability

  • Whether the shares are transferable? If yes, what are the conditions?
  • Will there be any retention period i.e. the period during which the shares allotted and issued pursuant to the Scheme must not be sold, transferred, assigned or otherwise disposed by the participant?

9. Corporate exercise

  • What will the scheme handle company events such IPO?

This post first posted on LinkedIn in August 2024.

Company Law
Legal Requirements for Allotment of Shares in Malaysia

M&A transactions often involve allotment of shares in a company. Understanding the legal requirements for allotment of shares is essential to ensure compliance and avoid potential disputes over the validity of allotment of shares. The following are the key steps for allotment of shares under the Companies Act 2016 (CA) …

Due Diligence
The Mind That Never Rests

What does a corporate transactional lawyer do while waiting in the lift, at a restaurant counter or for coffee at a café? I read the licenses on display, check their validity periods, and scan for conditions. When I see certificates on the walls, I can’t help but examine them too. …

Lawyering
Learning to Appreciate the Small Things

One afternoon, I walked into the office, feeling unsettled after a discussion with another adviser. As I took my laptop from my bag and placed it on my desk, something caught my eye-a small handmade paper box, stapled at the sides, neatly holding some binder clips. The day before, I …