Stephen M. Brown

  • Partner
  • 99 Bishopsgate
  • London EC2M 3XF
  • United Kingdom
  • T +44.20.7710.1066


Stephen Brown, a partner in the London office of Latham & Watkins, focuses on the design and drafting of equity based and other incentive compensation arrangements for both public and private companies, including management equity arrangements for private equity sponsored entities.

He regularly advises on all aspects of equity-based incentive arrangements, including the tax, securities, corporate law, and governance issues arising in the design and implementation of such arrangements.

Mr. Brown combines many years of experience as an employment lawyer with deep knowledge of the taxation and structuring of share incentive arrangements to advise clients in relation to executive employment and share incentive matters arising in corporate mergers and acquisitions, initial public offerings, and other corporate transactions.

He has a particular knowledge of the international aspects of share incentive arrangements and employment law issues, having advised many US-based corporations and investors in relation to their European operations and investments.


Mr. Brown's matters have included advising:

  • The Carlyle Group on the €10.1 billion acquisition by Carlyle and GIC of AkzoNobel's Specialty Chemicals business
  • The independent directors of Vedanta Resources plc in connection with the possible offer by Volcan Investments Ltd for the remaining issued and to be issued share capital of Vedanta not already held by Volcan
  • Theramex, a global specialty pharmaceutical company dedicated to women’s healthcare, in connection with the US$703 million acquisition by CVC Capital Partners of women’s healthcare assets from Teva Pharmaceutical Industries Ltd.
  • The Carlyle Group in connection with the recapitalization of Dealogic, a global provider of data and analytics for the capital markets, by ION Investment Group
  • Diageo plc on international executive employment issues
  • Carlyle and other private equity sponsors on tax-efficient structuring of management incentive plans for a number of their high-profile portfolio companies
  • Time Warner on the grant of stock options to employees in its European and Asian subsidiaries
  • A leading global sports apparel company on the application of the Prospectus Directive to its international stock purchase plans
  • Lloyds Banking Group and other leading financial institutions on the renegotiation of multi-jurisdictional outsourcing projects, including those involving employees in the UK, Europe, and Far East
  • Yahoo! on the HR, stock option, and employment aspects of its purchase of, the largest internet portal operator in the Middle East, the deal was both an asset and stock purchase, and he advised on the assumption of various stock options and the cash cancellation of those stock options, the transfer of employees in Dubai, Jordan, Egypt, KSA, and Kuwait, and the harmonization of terms and conditions of employment
  • Yucaipa on the employment and management incentive aspects of its purchase of Soho House group
  • Zipcar on its acquisition of Streetcar; and OpenTable on its acquisition of Toptable
  • Emaar Hotels & Restaurants on its High Court litigation with a former executive
  • Carlyle on the European employment, benefits, and unions/works council issues in relation to its acquisition of Ortho-Clinical Diagnostics from Johnson & Johnson
  • Manchester United plc on the implementation of its Company Share Option Plan
  • A global pharma company on the downsizing of its consumer healthcare division
  • The Carlyle Group and The Nature’s Bounty Co. on the £1.77 billion sale of Holland & Barrett, one of Europe’s largest health and wellness retailers
  • Leonard Green & Partners in connection with its acquisition of CPA Global, the world's leading Intellectual Property management and technology company, from Cinven

Thought Leadership

  • Boardroom Perspectives: 5 Steps Toward a Workplace Without Sexual Misconduct -  December 19, 2017
  • Draft UK Income-Based Carried Interest Legislation Published -  February 08, 2016
  • UK Employee Share Plans Tax Filing Deadline -  June 11, 2015
  • Why PE Should Stick with Entrepreneurs’ Relief Over the New Employee Shareholder Status -  April 01, 2015
  • Important New Case on Holiday Pay: 7 Things UK Employers Need to Know -  November 7, 2014
  • Al-Mirsal Blog: Top 3 Employment Issues in the United Arab Emirates -  September 08, 2014
  • UK Employment Law and Share Incentive Developments Spring 2014 -  April 23, 2014
  • UK Tax Shake Up for Partnerships -  December 20, 2013
  • Autumn 2013 UK Remuneration Update -  October 24, 2013
  • Employee Shareholder Arrangements — New Incentive Opportunities for Private Equity Management Teams? -  September 30, 2013
  • Special Report on the Regulation of Pay in Europe -  July 16, 2013
  • New Pension Trustee Information and Opinion Publication Rights in UK Takeovers -  April 30, 2013
  • What Does the UK Finance Bill 2013 Mean for Employers? -  April 05, 2013
  • The Working World, Issue 17, January 2013 -  January 31, 2013
  • April 2012 Key Changes to UK Employment Law and Employment Related Tax -  April 12, 2012
  • Equal Rights for Agency Workers in the UK -  August 25, 2011
  • A Guide to the New FSA Remuneration Rules -  March 2, 2011
  • The Working World, Issue 10, December 2010 -  December 21, 2010
  • New FSA Remuneration Rules -  November 18, 2010
  • The Working World, Issue 9, October 2010 -  October 14, 2010
  • Ripe For Reform -  July 31, 2010
  • The Working World, Issue 8, June 2010 -  June 30, 2010
  • New Developments in UK Employment Law, April 2010 -  May 25, 2010
  • The Working World, Issue 7, April 2010 -  April 12, 2010
  • Employee Share Schemes and the European Prospectus Directive - The Arrival of a "Light Touch" Regime? -  February 11, 2010
  • The Trouble with TUPE -  January 1, 2010
  • Changes and Divisions -  January 1, 2010
  • New UK Payroll Tax for the 2009/10 Bonus Season -  14 December 2009
  • Age Discrimination and the Provision of Benefits to Employees in the UK -  October 13, 2009
  • Are unfair terms in contractual redundancy schemes void? -  September 1, 2009
  • UK Workplace Dispute Resolution: Key Changes from 6 April 2009 -  6 April 2009
  • The Working World: News Flash -  November 24, 2008
  • Underwater Options in the UK—Can We Throw Them a Lifeline? -  October 30, 2008
  • The Working World, Issue 3, 2008 -  October 16, 2008
  • Legislative Changes to Maternity Leave Entitlements in the UK -  July 8, 2008
  • Proposed Changes in the Tax Regime for UK Share Incentive Plans -  January 2008
  • Proposed Changes in the Tax Regime for UK Share Incentive Plans -  November 29, 2007
  • New Developments in UK Employment Law from 1 October 2007 -  September 28, 2007
  • UK Pensions: Practical Implications of the Changing Landscape -  June 6, 2007
  • New Maternity Leave and Flexible Working Provisions in the UK -  April 5, 2007

"Stephen Brown specializes in transactional employment law, acting for a range of clients including large private equity groups."

Chambers UK 2018
Bar Qualification
  • England and Wales (Solicitor)
  • Scotland (Solicitor)
  • Aerospace, Defense & Government Services
  • Technology
  • Financial Institutions
  • Hospitality, Gaming & Leisure
  • Tax
  • Benefits, Compensation & Employment