These transactions offer an exciting opportunity to transition ownership, secure investment and align management with long-term business success, but they also come with legal and financial complexities that need to be navigated carefully.
Our experienced corporate solicitors deliver clear and pragmatic legal advice to ensure every step of your buyout or buy-in is commercially sound, legally compliant and set up for you to achieve your commercial goals. We can help you choose and implement the most efficient and commercially viable structure for your MBO or MBI, taking into account funding sources, share arrangements and risk mitigation before preparing or reviewing all essential documentation for the transaction. Such documentation may include Share Purchase Agreements, Investment Agreements, Shareholder Agreements, or Loan and Security Documents. From restructuring advice to governance and compliance support, we stay with you beyond completion to ensure a smooth transition.
Partner in Business Law
City Expertise, Regional Network, National Outlook - we understand the unique challenges faced by businesses in the UK, with the experience and reach to handle national and cross-border transactions.
Commercially-focused and solutions-oriented advice - we don’t just tick legal boxes, we ensure our advice aligns with your business strategy, objectives, and growth targets.
Accessible and responsive – easily accessible and responsive, ensuring you receive timely and proactive advice, when you need it.
End-to-End Support - from early-stage negotiations to post-completion compliance, our expert solicitors are by your side throughout the deal lifecycle.
Full service support – comprehensive legal services for every stage of your business, supported by seamless collaboration across our specialist teams.
Trusted by SMEs and Corporates alike - our clients range from ambitious start-ups to established enterprises across sectors such as manufacturing, technology, healthcare, retail, and more.
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A MBO is where the existing management team of a company acquires all, or sometimes a majority, of the shares in a company from the existing shareholders. The existing management team have the advantage of their personal knowledge of the company and existing relationships with the customers and employees. Usually, the purchase is supported by external investors such as a private equity firm.
A MBI is where an external management team purchases all, or a majority, of the shares in a company. This will usually result in an exit of the company’s existing management team with the incoming management taking over both the ownership and running of the company.
From the managers’ point of view, their purchase of the business that they have been involved in running can be beneficial for a number of reasons, including:
As with any transaction, there may be disadvantages that should be considered, including:
MBOs are often funded by a variety of sources. The management team will typically invest their own capital into the transaction, often supported by debt finance (loans) and/or external equity investors, such as a private equity firm (who contribute funds in exchange for an ownership stake in the company).
They are usually very important in financing the acquisition and may also provide strategic guidance and expertise. However, it is important to note that their level of involvement may extend beyond that of a silent partner, contingent upon the amount of capital they contribute to the MBO.
Our corporate team at TWM have a wealth of experience in advising on and facilitating management buy-outs and management buy-ins.
Whether you are the exiting shareholders or the management team acquiring the shares, we will provide focused and practical advice throughout the course of the transaction, through the heads of terms, due diligence, finance, disclosure and negotiation stages and through to completion.
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