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Business Legal Services
Phantom Share Schemes
Boost retention and reward performance with a Phantom Share scheme for your key employees
We help businesses design and implement tailored Phantom Share schemes that reward key employees with cash bonuses linked to company performance, without giving away equity. With no statutory requirements, they offer a flexible, cost-effective alternative to traditional share plans.
Our expert team will provide clear, practical guidance to help you structure a scheme that supports your business goals, retains control of your cap table, and manages cash flow effectively.
How we support you
Designing and setting up Phantom Share Schemes
Phantom Share schemes offer a flexible way to reward employees with a cash bonus linked to company performance, without giving away equity. But to maximise their value and avoid unintended consequences, careful planning is essential.
Key considerations include how to structure performance conditions and leaver provisions, setting appropriate valuation methods, managing cash flow for future payouts, and ensuring alignment with your wider employee incentive strategy. Poorly structured schemes can lead to excessive cash liabilities, demotivating targets, and missed opportunities for tax efficiency.
Working with experienced legal advisers ensures your Phantom Share scheme is designed to support your business goals while protecting shareholder interests and remaining cash flow conscious. Our team will:
Advise you on the most suitable incentive arrangement based on your business model, stage of growth, and objectives – whether that is Phantom Shares, Growth Shares, EMI Share Options or a combination of schemes
Help you design and implement the scheme in line with your company’s performance metrics, cash flow expectations, and any existing employee incentive plans
Structure good and bad leaver provisions, ensuring fair and commercially sound outcomes when employees leave before payout
Draft performance conditions and change of control provisions tailored to your business goals and potential exit strategies
Assist with combining Phantom Shares with other employee share schemes, including EMI or Growth Shares, to create a joined-up and effective reward structure
Guide you through the necessary corporate approvals, including board processes and shareholder resolutions
Provide clarity on the tax treatment – both for your business and your employees – and help you plan for corporation tax relief on the amounts which may be paid
Phantom Share schemes are a practical solution for founders and senior leaders who want to preserve control and carefully manage future cash obligations.
Who we help
Founders and senior leaders in ambitious businesses
We work with a diverse range of high-growth, UK-based clients who need support with employee share schemes and other arrangements to retain top talent as they scale.
For many founders, a key challenge is balancing talent retention with the expectations of other founders and investors, all while managing cash flow. It’s a delicate balancing act, which is why many founders turn to us for help. We provide the expertise needed to design and implement a Phantom Shares arrangement that aligns with your business goals and address any concerns that arise along the way.
Testimonials
What our clients say
Easy to work with, quick responses, quick feedback if changes needed, gets things done. We consider the arrangement very worthwhile for Storelectric and would recommend to others.
Tallat Azad
MD,
Storelectric
Harper James have been fantastic. They always provide quality advice with quick turnarounds and, every time, we're pleasantly surprised when the invoice comes in!
Mark Nicholson
CEO,
Vivacity Labs
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
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
Easy to work with, quick responses, quick feedback if changes needed, gets things done. We consider the arrangement very worthwhile for Storelectric and would recommend to others.
Tallat Azad
MD,
Storelectric
Harper James have been fantastic. They always provide quality advice with quick turnarounds and, every time, we're pleasantly surprised when the invoice comes in!
Mark Nicholson
CEO,
Vivacity Labs
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
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
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 commercial contract drafting, data protection audits, corporate governance advice, and employment policies.
Find out more about who you’ll be working with:
Pricing and service plans
Legal support designed
to fit your business needs
Our three transparent service plans are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:
Engage
Flexible access to senior solicitors at highly competitive rates
An alternative to our subscription plans, offering access to full service legal expertise on a project-by-project basis.
Enable
Purpose built legal support for start-ups and smaller businesses
Monthly subscription plan for £219 per month, with £149 monthly credit and access to all legal services at 50% discount on our Standard Rates.
Extend
Comprehensive legal partnership for established businesses
Fully account managed and scalable annual subscription plan with support from a curated team of partners and senior solicitors, with up to 36% discount on our Standard Rates.