‘Andrew Stanger is simply brilliant at his role. He has an ability to breakdown seemingly complex incentive-related problems into very easily understood and navigable solutions.’
Legal 500 2023


Andrew Stanger is an experienced equity incentives and tax lawyer, and is a consultant in the Employment & Benefits Group in the London Office. He advises primarily on employee share plans and other forms of equity incentives, and played a major role in developing the firm's practice in this area.

Following a ten-year career in the music industry, Andrew retrained as a lawyer and joined Mayer Brown in 1995 as a trainee. He was appointed partner in 2002. He advises on all types of share plans, in particular tax-advantaged and tax efficient arrangements, together with other forms of employee incentives and rewards. Specific areas of focus include international share plans, "growth share" arrangements and private equity and fund structures (including carried interests).

Spoken Languages

  • English


  • Advising a major international bank on annual amendments to its equity and cash bonus plans, and drafting employee documentation and documentation for the delivery of shares on vesting of share awards.
  • Advising a major international financial institution on the reorganisation of existing limited partnership funds to include carried interest arrangements.
  • Drafting the share rights for growth share arrangements in a privately held telecoms company, and advising on a reorganisation of that company to create a new offshore holding company.
  • Advising LSE-listed Scott Wilson Group plc on share plan aspects of its takeover by URS. Plans involved were SAYE scheme, LTIP, approved CSOP and unapproved option scheme (all drafted by Mayer Brown). The transaction involved drafting approximately 20 detailed communications to award holders, in such a way as to be easily understood by the target audience, despite their technical nature.
  • Advising a FTSE-250 company on the drafting and HMRC approval of an approved schedule to work in conjunction with the company's LTIP, combining approved CSOP options with unapproved share awards which covered the exercise price of the CSOP options.
  • Advising a major private equity house on the incentive aspects of changes to the CEO of one of its main portfolio companies. The nature of the incentives entailed complex and innovative drafting to achieve the client's aim, which then needed to be negotiated with the incoming and outgoing CEOs' advisers, all in a short time frame.
  • Advising a major international financial institution on the feasibility of implementing an award plan for fund managers paying out in fund units, with particular emphasis on the regulatory regimes in the UK, US and Germany.


University of Cambridge, Physics

University of the West of England, PG Dip Law and PG Dip Legal Practice


  • England and Wales


  • Assisted HM Revenue and Customs with rewrite of enterprise management incentive share option legislation in 2003
  • Assisted HM Revenue and Customs with implementation of the Government's new Share Incentive Plans, 2001
  • Member, Share Plan Lawyers

Consistently ranked as a key individual in legal directories.

  • Andrew Stanger  excels in all types of share schemes, in particular tax-advantageous and tax-efficient arrangements, and is experienced in implementing employee option plans in  Hong Kong. ‘Andrew Stanger is simply brilliant at his role. He has an ability to breakdown seemingly complex incentive-related problems into very easily understood and navigable solutions.’ (Legal 500 2023: Employee Share Schemes).
  • ‘Andrew Stanger – hugely knowledgeable, thoughtful about the implications for his recommendations across the board and relevant subcommittees and very aware of the shareholder relationship issues.’ (Legal 500 2022: Employee Share Schemes).
  • The 'incredibly knowledgeable’ Andrew Stanger heads the equity and incentives plans practice in the UK for Mayer Brown International LLP. ‘I worked with Andrew Stanger and was very satisfied with the work done. We found a good solution to a complex situation.’ ‘The team was very accommodating and friendly and really helped us understand the process involved with the engagement.’ ‘Andrew Stanger was incredibly knowledgeable and was able to explain very complex issues in a simplified and straightforward way.’ ‘Andrew Stanger has exceptional experience and understanding of all employment related securities work and the pitfalls to avoid. Would highly recommend.’ (Legal 500 2021: Employee Share Schemes).
  • The department is led by consultant Andrew Stanger, who "has an intimate knowledge of tax legislation" and "can always find a practical solution to complex structures". (Legal 500 2017 - employee share schemes). 
  • Andrew Stanger is an equity incentives consultant who has experience in employee share plans and other equity incentive programmes. Interviewees describe him as "a really pragmatic character and a very focused draftsman," who has "good technical knowledge." (Chambers UK 2017)
  • Highlighted his work on a range of incentive schemes and share plans and is well known in the market for the intellectual rigour he applies to his client's instructions. He is praised for his commercial awareness and technical knowledge. (Chambers UK 2016)
  • "deep technical understanding", "extremely sensible advice", and "clear and concise" drafting. "First-class in all respects". (Legal 500 2015)
  • Has an ability to combine "technical expertise with commerciality and has an ability to draft complicated rules in a manner which keeps them as easy to read and understand as possible." (Chambers UK 2015)
  • Has "a very detailed knowledge of the rules of this field." (Chambers UK 2014)
  • "very responsive, proactive and collaborative"
  • "impressive turnaround time even on issues that were technically challenging"
  • willingness "to pick up the phone and clarify any issue we want"
  • "ability to explain things in eloquent and concise layman's language"
  • "detailed technical knowledge and approachable manner"