[NEXT] Lunch & Learn: How to Navigate ESOPs in 2026

​Most early-stage founders can’t match a corporate salary, so they offer equity. For years that trade has relied on a set of tax concessions that made options worth taking for the people you hire.

Those rules are now under review. Proposed changes to how gains on startup equity are taxed are still being worked through, and the final shape isn’t settled. If you’re about to offer a key hire a slice of the company, that raises fair questions about how to structure the offer and what it’s worth to them.

Join Toby Eggleston, Head of Tax, Australia at Herbert Smith Freehills Kramer, for a practical session on how employee equity works today and what’s being proposed. He’ll also walk through how to structure the deal with a key hire and keep your equity records organised while the rules settle. Built for B2B software founders from idea to seed who are making their first few hires.

​We’ll get into:

• ​How employee share schemes and the startup concession work today

• ​Options, shares and other plan structures, and the trade-offs between them

• ​Structuring the deal with a key hire, and keeping your ESOP paperwork and cap table organised as you grow

• ​The proposed changes and where they’re currently up to

• ​What founders should consider for their own shareholdings

• ​Questions to ask before you set up or update an ESOP

​Who should attend?

• ​Founders about to make a key hire and planning to offer equity

• ​Founders who set up an ESOP from a template and want to check it still fits

• ​Founders who’ve heard the rules are changing and want to understand what it could mean for them

​About Toby Eggleston:

​Toby Eggleston is a Partner and Head of Tax, Australia at Herbert Smith Freehills Kramer. He has spent more than 20 years advising on corporate tax, M&A, private equity and venture capital. He joined the firm as a partner in 2022 from specialist tax firm Greenwoods. He has sat on the legal and tax committees of the Australian Investment Council and Employee Ownership Australia, and has drafted submissions to Treasury on how employee share schemes, private equity and venture capital are taxed. After helping shape these rules from the policy side, he spends this session on the founder side, working through what to do when you’re hiring next month.

​About Herbert Smith Freehills Kramer:

​Herbert Smith Freehills Kramer is a global law firm formed in 2025 when Herbert Smith Freehills combined with New York firm Kramer Levin. In Australia, its Venture & Growth Capital practice, led by Claire Thompson, advises startups and investors on fundraising and growth, alongside the tax team Toby leads. Claire’s Lunch & Learn earlier this year is the most-watched session on the CDH YouTube channel.