About Me

I am a Tax partner, based in our London office and specialising in incentives. I advise both listed and private companies on their executive remuneration and all-employee incentive structures, including the design, implementation and operation of share-based and cash-based plans, their global implementation, related trust and tax work, and support on large cross-border transactions.

I am known for my practical approach in tackling potential incentives problems and for my 'can-do' attitude that enables me to find solutions to any issues swiftly and cost-effectively for my clients.

For almost 15 years, I have advised private companies and AIM-listed companies, as well as numerous FTSE 100 and FTSE 250 companies, share plan administrators and trustees on the global incentives aspects of their transactions and advisory matters, including global rollouts.

I have a strong background in transactional work and have supported both clients and my corporate colleagues through many large private company acquisitions/investments. I am also experienced in advising on high-profile IPOs, takeovers, rights issues/placings and demergers.

My particular focus is on tax-favoured enterprise management incentive (EMI) option plans. I also advise on growth shares, long-term incentive plan (LTIPs), tax-advantaged company share option plans (CSOPs), share incentive plans (SIPs) and sharesave (SAYE) plans, as well as non-tax advantaged share plans.

As an active member of the share plans industry, I am privileged to have sat on the tax committee of the Share Plan Lawyers Organisation since 2015.
  • GoHenry on its merger with US company Acorns for share consideration, which included complex incentives arrangements operated in multiple jurisdictions.
  • investor Heineken on its acquisition of the remaining shareholding in Beavertown Brewery.
  • Wireless Logic's dual acquisition of Jola Cloud Solutions and Mobius Networks for £175 million and £165 million respectively.
  • Innovid on its acquisition of TV Squared for share consideration worth $160 million and including cross-border incentives advice in multiple jurisdictions.
  • Aggreko on its take private of public company Crestchic for £122 million by way of a cash scheme of arrangement with intricate incentives arrangements, including an executive growth share plan at subsidiary level with shadow arrangements, as well as tax-advantaged CSOP options for the broader employee base.


  • Christ's College, University of Cambridge, MA and BA(Hons) in Law and Classics
  • London Moorgate College of Law, Legal Practice Course, firm-specific for Clifford Chance LLP, training contract


  • Solicitors Regulation Authority, 2010
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'The 'incredibly knowledgeable' Sarah Ferguson is well-placed to advise companies on executive remuneration…'

Legal 500 UK, 2024

'Sarah Ferguson is the stand-out lawyer.'

Legal 500 UK, 2024

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