The Takeover Panel and FCA have introduced major updates across UK corporate and capital markets regulation, including consultations on dual class share structures, new practice statements, and reforms to the prospectus and public offers regime. Key changes include higher thresholds for further issuances without a prospectus, a new regulated public offer platform for unlisted securities, reduced IPO prospectus review periods, and stronger protections for forward-looking statements. Alongside this, the government is progressing digitisation of shareholding, tightening reporting requirements, reforming national security notifications, and requiring Companies House filings via software from 2027.

Virtual Stock Option Plans (VSOPs) reward employees financially based on company success without granting actual shares and often include vesting periods to encourage long-term commitment. In a landmark March 2025 ruling, the German Federal Labor Court (BAG) found that forfeiting or accelerating the expiration of already vested options due to employee resignation unfairly disadvantages employees and violates German law. This decision mandates companies to revise VSOP/ESOP agreements to ensure vested rights are protected and that bad leaver clauses fairly balance employer and employee interests.

Foreign private issuers (FPIs), which accounted for over half of U.S. IPOs in 2024, benefit from lighter executive compensation disclosure requirements than U.S. domestic issuers, though these rules vary based on their home country’s regulations. To qualify as an FPI, a company must be non-U.S. incorporated and meet ownership or business-contact criteria, but that status is reviewed annually and may change. Despite more lenient requirements, FPIs should design executive compensation policies that align with shareholder expectations, anticipate potential regulatory changes by the SEC, and ensure compliance across all jurisdictions.

If your organisation has issued shares or securities to employees, you may be required to report this to the Australian Taxation Office (ATO) under Employee Share Scheme (ESS) rules, with key 2025 deadlines being 14 July for employee statements and 14 August for the ATO report. Accurate records are essential to determine if a taxing event has occurred, as ESS interests may be taxed either upfront or deferred, and detailed information must be reported for both employees and the ATO. Moore Australia offers support in navigating ESS compliance, including plan reviews, valuations, and submissions, especially in light of recent legislative changes like the removal of cessation of employment as a taxing point.

Budget 2025 allocates $75 million over four years to tax changes aimed at boosting foreign investment in infrastructure and helping startups attract and retain talent. This includes $10 million to allow deferral of tax on employee share schemes until a liquidity event, easing cashflow issues for employees. Additionally, $65 million is set aside for potential reforms to thin capitalisation rules to encourage debt-financed foreign investment, especially in infrastructure.

Employee Share Scheme (ESS) reporting in Australia requires employers to meet strict deadlines, accurately prepare statements, and manage complex tax rules, especially for globally mobile employees. Key obligations include issuing ESS statements to employees by 14 July and lodging reports with the ATO by 14 August, while understanding taxing points and legislative changes is crucial for compliance. Services like Automic can help simplify the process by managing data, ensuring accuracy, and handling submissions to the ATO, reducing the risk of penalties and easing the administrative burden on employers.

Two new Senate bills aim to strengthen employee stock ownership plans (ESOPs) by removing certain contribution limits and giving ESOPs formal representation on the ERISA Advisory Council. The Employee Ownership Fairness Act proposes excluding ESOP contributions from defined contribution plan caps to allow employees more flexibility in retirement savings, while the Employee Ownership Representation Act adds two ESOP advocates to the ERISA Council. Separately, the American Ownership and Resilience Act was introduced to promote selling American businesses to employees through ESOPs, helping prevent offshoring and support domestic manufacturing.

The Employee Ownership Fairness Act of 2025, introduced in Congress, aims to ease tax limitations that have hindered ESOP-owned companies from fully funding both ESOPs and 401(k) plans. The bill proposes that stock contributions and ESOP loan repayments no longer count toward annual contribution and allocation limits, allowing employees to maximize benefits in both retirement plans. This change would benefit companies, selling shareholders, and employees alike by removing outdated tax barriers and supporting broader employee ownership and retirement savings.

The Employment Equity Regulations, 2025 and accompanying Sectoral Numerical Targets came into effect on 15 April 2025, introducing a stricter, compliance-focused framework for designated employers, which now excludes those with fewer than 50 employees. Designated employers must develop five-year Employment Equity Plans aligned with sector-specific targets and the economically active population, ensuring equitable representation across upper occupational levels. A new requirement, the Employment Equity Compliance Certificate, is mandatory for employers doing business with the State, valid for 12 months, and contingent on accurate reporting and alignment with regulatory expectations.

The Israeli Tax Authority’s new Position Paper (1/2025) clarifies that ESOPs may still qualify for favorable 25%-30% capital gains tax treatment during M&A exits or IPOs, even when vesting is accelerated — a shift from prior uncertainty. However, the conditions under Section 102, including trustee holding periods and prior approval, must still be met, and complexities remain, especially regarding the start of vesting and single vs. double trigger acceleration. Despite the tax benefits now being more accessible, the rules are intricate and may require companies to seek formal tax rulings during exits to ensure compliance and minimize risk.