Purpose and participants
Define the behaviour to support, eligible participants and defensible dilution.
Ownership and remuneration
Incentive programmes and warrants
An incentive programme should balance recruitment and long-term ownership against dilution, corporate law, tax and market expectations. The legal instrument should be selected only after purpose, participants and duration are clear.
Discuss your situation→The assignment
A process that holds together.
We compare warrants, employee options and other equity-linked structures against the company’s circumstances.
Work may cover valuation, issue and transfer resolutions, terms, participant agreements, notice, announcement and registration.
For listed companies, good practice, marketplace rules, accounting, tax and inside-information questions may also be relevant.
How it works
Four connected workstreams.
The precise order is adapted to the company, but decisions, documentation and communications must use the same facts.
Structure and valuation
Align instrument, strike, term, vesting, leaver rules and valuation.
Approvals and disclosure
Prepare board materials, shareholder proposal, majority analysis, notice and announcement.
Allocation and administration
Assign ownership for subscription, payment, registers, vesting, adjustments and future exercise.
Common pitfalls
Where otherwise sound processes lose time.
- 01
Selecting the instrument before tax, accounting and funding effects are compared.
- 02
Omitting workable leaver, group-change or corporate-action provisions.
- 03
Presenting dilution differently in shareholder materials and announcements.
- 04
Resolving correctly but failing to assign administration and exercise.
Questions and answers
Frequently asked questions
Concise answers to recurring questions. The details always depend on the company and the current rules.
01Which programme is best?+
There is no universal model. The choice depends on participants, company value and cash flow, risk allocation, tax, accounting and duration. Options should be compared before the board locks the structure.
02Is shareholder approval required?+
Equity-linked programmes often require shareholder resolutions for an issue or transfer. Special rules and higher majorities may apply to certain participants. The structure determines the documents and approval route.
03How is a warrant premium set?+
Warrants transferred to participants are normally valued using an accepted option-pricing model based on share value, strike, term, volatility and risk-free rate. Timing and assumptions should be documented.
04What if a participant leaves?+
Participant agreements and sometimes instrument terms should address repurchase, vesting, valuation and different leaver circumstances. The rules must be operational and compatible with the selected structure.
Rules change. Check the current primary source before making a decision.
Aktiebolagslagen – emissioner och vissa riktade emissioner ↗An initial conversation
What needs to happen before the next decision?
Tell us briefly about the company, the matter and the timetable. We normally respond within one business day.