Investee Companies and Management Teams

Buying into a business; owning part of a business; selling a share of a business; working with a management team; and other issues associated with the private ownership of equity in a business – all of these involve corporate lawyers who specialise in the commercial, corporate and tax issues that are an important feature of any MBO or MBI. But separate advice is also needed by the management team members on their current and ongoing employment issues as a deal is being developed; and by the company post-Completion, when the commercial and corporate issues have been addressed, but when the company still needs to manage, motivate and retain staff in what can often be unsettling times, when the management team is focusing on business continuity and other issues.

Recent work includes:

  • preparing director-level service agreements and bonus schemes
  • advising on restrictions in SPAs and shareholder / member agreements
  • managing investee-director departures and settlement agreements
  • advising on post-Completion restructurings

Our approach:

We work directly with management teams and advise on the employment aspects of their current and new service agreements and incentive schemes, as well as on the restrictive covenants, warranties and other provisions of shareholder or investment agreements. We also liaise with the private equity and venture capital investors about the terms and conditions of managers and investor-directors following completion.
 
We also work with the company and investors after Completion. Manager-employees often need guidance and a different approach after they have become manager-shareholders. And there is sometimes tension between their expectations (as long term owners) and investor-directors (with medium term goals) that requires a managed parting of the ways – often during the first 12 months after Completion. Balancing these respective interests requires employment and HR specialists who have “been there before”.