Enterprise Management Incentives: Potential Pitfalls

3 mins

Posted on 07 Aug 2023

Enterprise Management Incentives: Potential Pitfalls

Enterprise Management Incentives (EMIs) are a powerful tool used by businesses to attract and retain key talent while aligning employee interests with company goals.

These tax-efficient share option schemes have proven successful for many organisations, promoting growth and productivity. However, like any complex incentive programme, the implementation of EMIs can encounter various challenges that may hinder their effectiveness.

Below, we discuss the potential pitfalls when implementing an EMI.

Inadequate Planning and Communication

One of the most common issues during EMI implementation is the lack of adequate planning and communication. Failing to set clear objectives and communicate the benefits and mechanics of the scheme effectively to employees can lead to misunderstandings and decreased engagement. A lack of awareness and understanding may deter employees from participating in the programme, defeating its purpose altogether.

To avoid this pitfall, businesses must invest time and effort in designing a comprehensive communication strategy. Regularly updating employees about the scheme's progress, benefits, and their vested interests will foster a positive and engaged workforce.

Complexity and Administrative Burden

EMI schemes can be complex, requiring meticulous record-keeping, accurate valuations, and compliance with tax regulations. Without the proper systems and processes in place, the administrative burden could become overwhelming for the HR and finance teams, potentially leading to errors and compliance issues.

To mitigate this risk, companies should consider seeking professional advice from legal and financial experts experienced in implementing EMIs. Additionally, investing in reliable software solutions can streamline administrative tasks and ensure compliance with regulatory requirements.

Unequal Distribution and Perceived Unfairness

The allocation of EMI shares among employees can be a sensitive issue. When a few top executives or employees receive disproportionately more shares compared to others, it can create a perception of unfairness and demotivate the rest of the workforce. This imbalance may lead to internal conflicts, decreased collaboration, and reduced overall productivity.

To avoid this pitfall, businesses should ensure transparency in the allocation process. Defining clear criteria for eligibility and sharing the rationale behind each allocation can help foster a sense of fairness and inclusivity.

Market Fluctuations and Dilution Concerns

EMI schemes often involve granting options at a specific exercise price. Market fluctuations can lead to the option becoming underwater, where the exercise price exceeds the market value, resulting in employees losing motivation to participate in the scheme. Moreover, regular issuance of new shares to accommodate EMI grants can cause dilution for existing shareholders, potentially leading to discontent and diminished shareholder value.

To address these concerns, businesses can periodically review and adjust the exercise price based on prevailing market conditions. Additionally, well-defined vesting periods can ensure that employees are incentivised to stay with the company for the long term.

Regulatory Changes and Compliance Risks

The tax treatment of EMIs is subject to regulatory changes, which can impact the attractiveness of the scheme for both employers and employees. Failing to keep up with these changes and ensuring compliance with evolving regulations may result in unintended tax liabilities and legal issues.

To navigate regulatory uncertainties, businesses should work closely with legal and tax advisers to stay informed about any changes in legislation and adapt their EMI schemes accordingly.


EMIs can be a valuable tool for businesses to attract and retain top talent, driving organisational growth and success. However, careful planning, effective communication, and a commitment to fairness and compliance are crucial to overcoming potential pitfalls during implementation.

By addressing these challenges head-on, businesses can optimise the effectiveness of their EMI schemes, fostering a motivated and engaged workforce that propels the company towards its strategic objectives.

For further information on how we can support your business with EMIs, please visit our Share Schemes, Options & Incentives page, or contact a member of our Corporate team.   

Thomas Clark

Thomas is an experienced corporate lawyer who advises clients on matters including business sales and purchases, shareholder agreements and articles of association, reorganisations, preparation for sale, and employee incentives.

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The articles published on this website, current at the date of publication, are for reference purposes only. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your own circumstances should always be sought separately before taking any action.

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