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Business Legal Services
Hurdle Share Schemes
Incentivise growth and protect existing value with Hurdle Share schemes
Hurdle Shares offer a smart way to reward key employees with equity, without diluting the value already created by founders and early shareholders. Under a Hurdle Share scheme, employees only benefit from growth above a pre-agreed ‘hurdle’ value, keeping them focused on driving long-term performance.
Our experienced team will work with you to design and implement a Hurdle Share arrangement that aligns with your commercial goals, protects shareholder interests, and motivates your team through meaningful equity participation.
Whether used on their own or in combination with other schemes like Growth Shares or EMI options, we’ll guide you through the process and ensure the structure fits your stage of growth and exit plans.
How we support you
Designing and implementing Hurdle Shares
Using hurdle share plans can be a powerful way to help you achieve your company’s long-term goals. Typically issued by fast-growing private limited companies, these shares are offered to key management and employees as incentives to boost the company’s value before a planned exit. Staff purchase the shares at market value, and only benefit if the company exceeds a predetermined threshold – the ‘hurdle’.
We partner with you to determine how a hurdle share plan would work in practice. We’ll guide you through essential considerations, such as whether your own shares will be diluted, how existing shareholders or investors may respond, and how to reassure them. We’ll also explain how your company can be valued, how to set what employees pay, and whether you can link the hurdle to business targets or individual performance. We’ll clarify what happens if an employee leaves, for instance, whether they retain shares, and explain any tax advantages and tax risks. If relevant, we’ll also explore setting up a hurdle share scheme alongside other employee share plans.
Our experienced team can guide you through every step of designing and implementing a Hurdle Share plan tailored to your needs. We can help with:
Recommending the right scheme assessing whether Hurdle Shares (or alternatives like Growth Shares, EMI options,) best suit your business type, sector, stage of growth, and long-term goals
Designing scheme terms including employee rights around voting and dividends, as well as robust good and bad leaver provisions
Setting the hurdle helping you define the hurdle value, and advising on any employee purchase price for the shares
Updating legal documents amending your articles of association and shareholder agreements to allow for new share classes and ensure alignment across all stakeholders
Managing shareholder interests ensuring existing shareholders understand how the scheme works and are protected from early dilution
Explaining tax implications helping you understand and communicate how the scheme interacts with SEIS/EIS reliefs and providing advice regarding employee and employer tax liabilities, including income tax and capital gains and national insurance contributions
Handling elections and compliance entering into section 431 elections where needed, and ensuring all documentation is commercially sound
Hurdle Share plans are an effective option for businesses looking to scale responsibly while keeping their team motivated to reach the next level.
Why work with specialist solicitors?
Gain a competitive edge with the right legal structure
Companies with employee share schemes are shown to be more profitable and productive. A well-structured hurdle share plan, guided by expert legal advice, can help you attract and retain top talent while aligning rewards with long-term business goals.
Save time with simplified, compliant schemes
Unlike some other schemes, hurdle shares don’t require compliance with statutory conditions making them easier to manage. Our legal team ensures your plan is properly structured from the start, saving you time, effort, and potential risk.
Access greater flexibility and control
Hurdle shares give you the freedom to tailor terms to your business needs, such as setting conditions around performance or employee exit. Our team will help you build in the right protections, keeping your incentives flexible and cost-efficient.
Protect existing shareholders and manage dilution
When employees become shareholders, it’s vital to safeguard existing ownership. We’ll help you structure your plan so that hurdle shares only provide value after the ‘hurdle’ is met, protecting your shareholding and that of existing stakeholders.
Ensure tax efficiency and the right scheme fit
Employees can benefit from capital gains tax treatment rather than income tax, but choosing the right structure is key. Our experts will advise on the most suitable and tax-efficient model for your business, whether you’re considering a hurdle plan, EMI, or another arrangement.
Who we help
Founders and senior leaders in ambitious businesses
We work with a diverse range of high-growth, UK-based start-ups and scale-ups looking to design equity-based incentives that help retain and motivate key employees as they grow. For businesses planning an eventual exit, getting early legal guidance is crucial to ensure your share plan supports your long-term goals, protects stakeholder interests, and strengthens talent retention.
For many founders, the challenge lies in rewarding talent without giving away too much equity too early or causing unnecessary shareholder dilution. That’s where Hurdle Shares can be an effective solution.
We help founders structure schemes that align employee rewards with business performance or exit value, while protecting existing shareholder interests and managing tax exposure. Our team provides the legal and commercial insight needed to design and implement a Hurdle Share arrangement that supports your long-term goals.
Testimonials
What our clients say
Really happy- would especially single out the work of David Sant who is an exceptional and pragmatic lawyer.
Aela Callan
Co-founder,
Head Set Studio Limited
We are a small company and the process of setting up a company share scheme was pretty daunting. Abby Watson and Harper James Solicitors provided expert advice to ensure we understood the process and drafted all relevant documentation. We were very impressed with the service received and would recommend the firm to others.
Julie Robinson
CEO,
Move It or Lose It
We rely on Harper James to provide us with support across a full range of service areas, from commercial contracts and employment issues to fundraisings and investments. The team at Harper James are always available to provide us with cost effective, pragmatic and commercially focused advice.
Nick Holzherr
CEO,
Whisk.com
Harper James provides my small growing business with a scalable, reliable, team-oriented approach to legal advice. Whenever we face a problem, I know that Harper James are there to provide helpful and cost-effective advice, to scope out the options, make clear the costs and risks, and give me the information I need to make decisions.
Bryn Richards
CEO,
Aeristech
Harper James is a brilliant example of a company disrupting a traditional industry. Suddenly Solicitors become relevant and accessible for start-ups & small enterprises, with the best in-class knowledge of all major legal areas. I’ve used the business now for a year, and the Enable plan has been perfect for budgeting my company’s outgoings, and has given me a piece of mind when tackling key, decisive issues. Thank-you HJS!
Koral Ibrahim
Founder & MD,
The Ready House
The support, advice and guidance from Harper James was absolutely vital. Shubhu, Callum and the team there were always on hand to deal with any issues that we needed help with as the deal progressed. This is an exciting new stage in the development of the business.
Sam G Bose
CEO and Founder,
IntelliSense.io
Abby got the job done in line with expectations. No dramas! I have used Harper James with several companies and for a range of legal topics. They generally provide good service at a very reasonable price point. They have a good understanding of growing technology companies.
Matthew Dreaper
Co-Founder and CFO,
Helix Technologies
It's been fantastic - I've worked with 3 lawyers to date (commercial, incentive, employment) and all three have been very competent in their areas.
The value for money is unbeatable - I have already recommended it to another start up who plans to reach out shortly.
Colin Blakely
Head of Finance,
Qargo Tech Limited
Employee Ownership Trusts are quite a niche area, so while looking for a law firm that could give the correct advice, we were also looking for a team our client would approve of, being lawyers themselves. The price point was also attractive to us as we are a small business ourselves. As we act as an intermediary between our clients and lawyers, we always want to make sure our clients get the best deal possible whilst getting expert legal advice. Ian and the team at Harper James have been a pleasure to work with.
Kingsley Tedder
Founder,
Mobius Group
Thanks Sam and Nikki. We really appreciate all your help with our EOT transition and patience answering our questions to get to this point. I am sure there might be a few more that are thrown up as we start to communicate with the team, but it's a new chapter and one we are very much looking forward to.
Martin Coyne
Managing Director,
Bond & Coyne
Really happy- would especially single out the work of David Sant who is an exceptional and pragmatic lawyer.
Aela Callan
Co-founder,
Head Set Studio Limited
We are a small company and the process of setting up a company share scheme was pretty daunting. Abby Watson and Harper James Solicitors provided expert advice to ensure we understood the process and drafted all relevant documentation. We were very impressed with the service received and would recommend the firm to others.
Julie Robinson
CEO,
Move It or Lose It
We rely on Harper James to provide us with support across a full range of service areas, from commercial contracts and employment issues to fundraisings and investments. The team at Harper James are always available to provide us with cost effective, pragmatic and commercially focused advice.
Nick Holzherr
CEO,
Whisk.com
Harper James provides my small growing business with a scalable, reliable, team-oriented approach to legal advice. Whenever we face a problem, I know that Harper James are there to provide helpful and cost-effective advice, to scope out the options, make clear the costs and risks, and give me the information I need to make decisions.
Bryn Richards
CEO,
Aeristech
Harper James is a brilliant example of a company disrupting a traditional industry. Suddenly Solicitors become relevant and accessible for start-ups & small enterprises, with the best in-class knowledge of all major legal areas. I’ve used the business now for a year, and the Enable plan has been perfect for budgeting my company’s outgoings, and has given me a piece of mind when tackling key, decisive issues. Thank-you HJS!
Koral Ibrahim
Founder & MD,
The Ready House
The support, advice and guidance from Harper James was absolutely vital. Shubhu, Callum and the team there were always on hand to deal with any issues that we needed help with as the deal progressed. This is an exciting new stage in the development of the business.
Sam G Bose
CEO and Founder,
IntelliSense.io
Abby got the job done in line with expectations. No dramas! I have used Harper James with several companies and for a range of legal topics. They generally provide good service at a very reasonable price point. They have a good understanding of growing technology companies.
Matthew Dreaper
Co-Founder and CFO,
Helix Technologies
It's been fantastic - I've worked with 3 lawyers to date (commercial, incentive, employment) and all three have been very competent in their areas.
The value for money is unbeatable - I have already recommended it to another start up who plans to reach out shortly.
Colin Blakely
Head of Finance,
Qargo Tech Limited
Employee Ownership Trusts are quite a niche area, so while looking for a law firm that could give the correct advice, we were also looking for a team our client would approve of, being lawyers themselves. The price point was also attractive to us as we are a small business ourselves. As we act as an intermediary between our clients and lawyers, we always want to make sure our clients get the best deal possible whilst getting expert legal advice. Ian and the team at Harper James have been a pleasure to work with.
Kingsley Tedder
Founder,
Mobius Group
Thanks Sam and Nikki. We really appreciate all your help with our EOT transition and patience answering our questions to get to this point. I am sure there might be a few more that are thrown up as we start to communicate with the team, but it's a new chapter and one we are very much looking forward to.
Martin Coyne
Managing Director,
Bond & Coyne
Meet our team
Why choose us?
Many of us have worked at some of the UK’s most respected law firms, as well as served as in-house legal counsel or senior leaders within businesses. This diverse experience enables us to provide practical, tailored legal advice that meets your specific needs.
In addition to supporting your share plans, you can rely on our experienced team of solicitors for a broad range of business legal services, including corporate governance advice, immigration law and employment policies.
Find out more about who you’ll be working with:
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