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Portrait ofGraham Muir

Graham Muir

Consultant

CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London
EC4N 6AF
United Kingdom
Languages English

Graham is a Consultant in our Tax team with a 25 year track record of specialism in employee incentive schemes and employment tax issues.

Graham advises quoted and unquoted companies on structuring, establishing and operating all forms of employee incentive scheme. He advises on the employer and employee tax, company law, corporate governance and regulatory issues arising out of such schemes (whether share-based or cash-based). In addition, Graham advises on the taxation of employees and directors, including PAYE, National Insurance contributions and capital gains tax and on the issues that arise out of termination of employment or office and salary sacrifice arrangements.

Graham is well known and well respected in the industry. He is Co-Chair of the Tax Committee of the Share Plan Lawyers Group, in addition to his being an inaugural member of the HMRC Share Scheme Forum and a member of the Quoted Companies Alliance Share Scheme Experts Group.

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Relevant experience

  •  On the £120m IPO of ActiveOps PLC, a global software company, involving a complex pre-IPO reorganisation; at IPO CMS advised the company on its introduction of a wide range of equity incentive schemes applying to its worldwide workforce over six jurisdictions.
  • Innovation agency Nesta in its acquisition of Behavioural Insights Limited, including structuring of the employee equity incentive arrangements in order to dovetail with the sale documentation.
  • On the introduction of a complex growth share scheme involving shares in Venterra Group Limited, the intermediate holding company otherwise wholly owned by Venterra Group PLC, and instituted founder share arrangements and unapproved option arrangements in the PLC.
  • RDI REIT on its GBP 468m recommended takeover by Starwood Capital Private Equity. RDI REIT had a range of equity incentive arrangements for different levels of management, and the awards under such arrangements had to be caught by the scheme of arrangement (a process complicated by RDI REIT’s being incorporated in the Isle of Man).
  • Braemar Shipping Services plc on the company's broad range of employee share schemes including the impact of MAR and implementation of a tax-advantaged Sharesave option scheme.
  • A private company on a dispute with HMRC on the tax treatment of the consideration given for the acquisition of a subsidiary undertaking.
  • A global group on the establishment of a global equity plan for senior management.
  • Many SMEs on equity incentives for management (including in particular EMI arrangements).
  • Various venture capital houses and management teams on the equity remuneration of management in investee companies.
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Memberships & Roles

  • Graham is Co-Chair of the Tax Committee of the Share Plan Lawyers Group, sits on the Share Scheme Experts Group of the Quoted Companies Alliance, and is a founder member of HMRC Share Schemes Forum. He also sits on the LexisNexis Tax Consulting Editorial Board.
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Lectures list

  • May 2017 - The tax treatment of EBTs: Rangers go into extra time
  • January 2017 - The tax treatment of employment-related securities in M&A transactions
  • September 2016 - The statutory employee ownership trust: where are we now?
  • March 2016 - Employee shareholder shares: the James Dean of employee incentives?
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Education

  • 1985 – BA, Cambridge University, Cambridge.
  • 1988 – MA, Cambridge University, Cambridge.
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Expertise

Feed

17/01/2024
Vermilion: A Noble Cause or a Taxing Problem?
Background In 2006, Vermilion Holdings Ltd (“Vermilion” or “the Company”) carried out a funding exercise as part of which Quest Advantage Limited (“Quest”) was appointed to produce a business...
11/06/2021
CMS advises OMERS Ventures on $22m Series A investment in Lick Home
International law firm CMS has advised OMERS Ventures, the ventures arm of OMERS, on its role leading Lick Home’s (Lick) $22 million Series A fundraising round. The investment group included existing...
22/07/2020
COVID-19 and Enterprise Management Incentives – further update
Introduction The COVID-19 pandemic has impacted the operation of the various tax-favoured employee share plans in the UK. HMRC has previously published a bulletin to address some of these issues (see...
29/06/2020
COVID-19 and Employee Share Plans - Enterprise Management Incentives update
Introduction The COVID-19 pandemic has impacted the operation of the various tax-favoured employee share plans in the UK. HMRC has previously published a bulletin to address some of these issues (see...
09/06/2020
COVID-19 and Employee Share Plans- HMRC’s response
Introduction The COVID-19 pandemic has impacted the operation of the various tax-favoured employee share plans in the UK. The eagerly awaited HMRC bulletin has now been published, which addresses some...
01/05/2020
COVID-19 issues for remuneration committees
Remuneration committees have a difficult balance to strike between retaining and incentivising senior executives to lead companies in this difficult time and ensuring pay outcomes are aligned with investors...
18/03/2020
One year delay to the extension of the IR35 rules for the private sector
In the midst of the Coronavirus crisis, the Government has announced that it will delay the implementation of the reforms to the IR35 rules from 6 April 2020 to 6 April 2021, with a view to easing the...
30/10/2018
Entrepreneurs’ Relief - holding period for disposal of “relevant EMI shares”
The Chancellor has announced a number of changes in respect of the right to claim Entrepreneurs’ Relief (ER) in yesterday’s Budget. For disposals on or after 6 April 2019, the minimum period throughout...
14/06/2018
CMS Employee Incentives Quarterly Newsletter
Annual returns for employment related securities – 6 July 2018 deadline Companies should remember to submit an annual return by 6 July 2018 in respect of their employment related security arrangements...
07/11/2017
Revised Investment Association remuneration guidelines published
The Investment Association (the IA) has published its Remuneration Principles for 2018 together with a letter to Remuneration Committee chairmen. Key changes in its expectations for executive director...
08/09/2017
Government Corporate Governance Proposals – Executive Remuneration Aspects
On 29th August 2017, the Government published its proposed improvements to the corporate governance regime in the UK, following a consultation paper issued in November 2016. Overall, the proposals it...
04/09/2017
Government Corporate Governance Proposals – Executive Remuneration Aspects
On 29th August 2017, the Government published its proposed improvements to the corporate governance regime in the UK, following a consultation paper issued in November 2016. Overall, the proposals it...