Plan design
Definition of the beneficiaries, the number of shares awarded, the continued-service and performance conditions, and the vesting schedule tailored to your retention objective.
→ Corporate · Sub-expertise
Free share awards (attributions gratuites d'actions, AGA) allow employees and executives to share in the company's capital, within an attractive tax and social security framework when properly implemented. We structure free-share plans consistent with your retention strategy, your cap table and the applicable regulatory requirements (extraordinary general meeting authorization, vesting period, holding period).
→ What we cover
Definition of the beneficiaries, the number of shares awarded, the continued-service and performance conditions, and the vesting schedule tailored to your retention objective.
Drafting of the plan rules, corporate resolutions (extraordinary general meeting authorization, decision of the president or the board), award letters and any amendments.
Individual criteria (achievement of personal objectives) or collective criteria (revenue, EBITDA, liquidity event). Coordination with the shareholders' agreement and the exit clauses.
Calibration of the periods (typically a one-year minimum vesting period) according to your strategy. Optional holding period to optimize the tax treatment.
Coordination with your tax adviser on the applicable regime (acquisition gain, capital gain), the employer contribution and the impact on the beneficiary depending on the applicable thresholds.
Management of exits (departure, sale, IPO), bad leaver / good leaver clauses, treatment of unvested shares, coordination with the shareholders' agreement.
→ Our approach
01
Definition of the objectives (retention, alignment, value sharing), the scope of beneficiaries, the quantum of shares awarded and the overall dilution budget.
02
Plan design: award conditions, vesting and holding periods, continued-service and performance conditions, coordination with other instruments (BSPCE, BSA).
03
Drafting of the plan rules, corporate resolutions (president's report, extraordinary general meeting authorization), validation by the statutory auditor where applicable, and filing formalities.
04
Monitoring of implementation, management of final vesting, early departures, liquidity events and updating of the cap table.
→ Who we help
Targeted award to an executive committee with collective performance conditions (EBITDA, liquidity event) over 3 to 4 years, coordinated with the shareholders' agreement.
Equal or seniority-based award, with simple continued-service conditions, as part of a collective equity-engagement approach.
Plan calibrated to accelerate upon a liquidity event (sale, IPO), allowing beneficiaries to monetize their shares when the reference shareholder exits.
Mixed plan for eligible startups: free shares for profiles that cannot benefit from BSPCE, BSPCE for eligible talent, with harmonized exit conditions.
→ Q&A
Employees and certain executives (president of a SAS, minority manager of a SARL, etc.) of the issuing company or affiliated companies. Unremunerated corporate officers are in principle excluded, which must be verified on a case-by-case basis.
The vesting period is at least one year between the award decision and the final vesting. It may be longer depending on your strategy. A holding period may be added to optimize the tax treatment.
The agreement must anticipate the arrival of the beneficiaries: automatic accession to the agreement, specific treatment in the event of a drag-along, handling of bad leavers, caps on board representation. Without this coordination, the plan can disrupt governance.
The awarded shares are either issued (a new capital increase) or bought back on the market (treasury shares). The overall envelope is regulated (statutory caps relative to the share capital). A dilution-impact simulation is essential before launching the plan.
→ Go further
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