Management Buy-ins (MBIs) and Management Buy-outs (MBOs)

Acquiring or selling a company by way of an MBO or MBI can be complex as it involves managing the interests and priorities of sellers, the management team and investors.

JMW’s corporate team has extensive knowledge of MBOs and MBIs to help guide you through the process and navigate the positions of the various parties who are involved. We have provided legal advice to management buy-out teams, vendors, venture capitalists, private equity firms and other funders. This means that we can help your MBO or MBI progress smoothly, completing the deal as quickly and efficiently as possible.

Find out more about how the corporate team at JMW can assist with MBOs and MBIs on 0345 872 6666. You can also complete our online enquiry form to request a call back at a convenient time.

How JMW Can Help

If you are looking to complete an MBO or an MBI, our experienced corporate solicitors will:

  • Prepare relevant documentation, including the share purchase agreement and investment agreement
  • Negotiate warranties and terms
  • Undertake due diligence
  • Draft restrictive covenants
  • Advise on any conflicts of interests
  • Work in close association with the tax advisors

The corporate team at JMW Solicitors is further able to draw upon the combined skills of the firm’s partners in other fields such as employment law, intellectual property law and commercial property law in order to provide any of the parties to an MBO or MBI with comprehensive and practical legal advice.

Handling MBOs and MBIs

An MBO or MBI involves many more parties than the seller and the relevant team. The conflicting interests of each party need to be balanced and met in order for the deal to progress. We will work with all other parties to ensure the deal progresses as smoothly as possible. 

Legal advice should be sought at the start of the MBO process in order to avoid allegations of breach of contract or duty that could lead to dismissal, injunctions or damages claims, particularly if negotiations break down. Legal advice should also be sought regarding the Companies Act’s requirement for the disclosure of the director’s interests in company contracts, asset purchases or shares. 

Our legal advisers are also involved in the drafting of MBO documentation. Documents include: 

  • The sale and purchase agreement
  • The articles of association of the Newco (usually more detailed than normal)
  • Shareholders' agreement between the MBO team members, outside investors and possibly the seller itself
  • Subscription agreement where financiers are making a direct investment
  • Charges or security documentation over assets of the Newco
  • Senior management service agreements
  • Minutes of board meetings

Talk to Us

If you are looking for a corporate law solicitor to guide you through the MBO or MBI process, get in touch with JMW today. Simply call us on 0345 872 6666 or complete our online enquiry form to request a callback.

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