Micklefield clauses

Produced in partnership with Sam Whitaker of Debevoise & Plimpton LLP
Practice notes

Micklefield clauses

Produced in partnership with Sam Whitaker of Debevoise & Plimpton LLP

Practice notes
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What is a Micklefield clause?

It is common for employee share Plans to provide that, on termination of employment (or when an employee is given or receives notice of termination of employment), subsisting share awards will be forfeited and subsisting share options will lapse.

It is also now common for employee share plans (and sometimes also employment contracts) to contain clauses which effectively provide that the employee waives any claims they may have to compensation for the loss of such share awards on the termination of employment. Such clauses are known as ‘Micklefield clauses’ after the leading case on the effectiveness of such clauses, Micklefield v SAC Technology Limited. Increasingly, such clauses are also drafted so as to try to exclude any claims that an employee might seek to bring for an alleged unlawful exercise of discretions by the company under the employee share plan.

From the employer’s perspective, the purpose of such Micklefield clauses is to:

  1. ensure that issues relating to the treatment of share incentives on termination of employment are, so far as possible,

Sam Whitaker
Sam Whitaker

Sam is an International Counsel in the London office of Debevoise & Plimpton LLP. He provides the full range of employment and benefits advice on transactions and stand-alone employment matters. He has substantial experience of advising on the employment and benefits aspects of various transactions, including UK listings, share and asset acquisitions and disposals (both UK-based and multi-jurisdictional transactions), joint ventures and other transactions.
 
He provides the full range of stand-alone employment advice including the implementation of employment and benefit arrangements for senior executives, implementing executive severance arrangements, managing UK and international redundancy exercises and related consultation requirements, the establishment of share incentive and bonus plans, employment litigation involving restrictive covenants, unfair and wrongful dismissal and discrimination issues.
 
He also advises on compliance with regulatory requirements on remuneration, in particular the FCA/PRA’s Remuneration Codes and, at a European level, CRDV.

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Key definition:
Plans definition
What does Plans mean?

Means all the plans, drawings, models, specifications, reports, design documents and any other materials provided by the Licensor for the purposes of the Project

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