Case Study: mlplaw advised the management team on the buyout of a specialist consulting firm
- Case Studies
- 26th May 2026
The transaction saw the team step into majority ownership, acquiring 70% of the business, while one founding shareholder retained a 30% stake on revised terms as part of a wider succession plan designed to support a phased exit and the smooth transfer of control to the next generation of leadership. With two sets of interests […]
By Max McGenity
mlplaw
The transaction saw the team step into majority ownership, acquiring 70% of the business, while one founding shareholder retained a 30% stake on revised terms as part of a wider succession plan designed to support a phased exit and the smooth transfer of control to the next generation of leadership.
With two sets of interests to balance, the deal required a carefully calibrated approach to align the incoming management team and the continuing shareholder, while putting in place a governance structure capable of supporting the business well into its next chapter.
mlplaw advised the buyer team throughout, leading negotiations on the transaction documents and shareholder arrangements. A distinctive feature of the structure was the use of a purchase vehicle for the incoming team, alongside the founder retaining shares in the operating company. This resulted in two shareholders’ agreements being required to govern decision-making at both holdco and tradeco level. The emphasis was on delivering control for the management team, balanced with sensible protections for the continuing shareholder, all within a practical, workable framework that the business could actually operate under day-to-day.
The deal completed successfully – and to a very tight timetable – giving the management team a strong platform for growth, while enabling the founder to retain an ongoing stake and continue a longer-term exit journey.
This matter reflects mlplaw’s experience in management buyouts where clear structuring, agility, well-timed execution, and commercially focused advice make the difference between a deal that works on paper and one that works in practice.
Key highlights of our role:
- Structured a bespoke MBO framework balancing control for management with protections for the founder
- Led complex negotiations across dual shareholder arrangements (holdco and tradeco)
- Delivered a practical, workable governance structure for long-term business operations
- Navigated competing stakeholder interests to achieve alignment and secure agreement
- Completed the deal on a tight timetable without compromising quality
- Enabled a smooth succession pathway with immediate control and future exit flexibility
About the expert
Max McGenity
Solicitor – Corporate
Max is a Solicitor in the Corporate team and works with a variety of clients such as owner-run businesses, national corporations and private individuals. Having joined mlplaw as a Corporate Paralegal in November 2021, Max has built up experience in this area and hopes to continue developing his Business Services skillset. Max graduated from the University of Oxford in 2014 and has since been a manager at a national education charity and started his own business as a Personal Trainer and Yoga Teacher. He completed his LPC and LLM at BPP University Manchester, having gained legal work experience at both a mid-sized Liverpool practice and a large London firm. Having stepped away from the fitness industry to return to the law, Max’s love of exercise continues outside of work; he is a regular gym-goer and a fan of physical challenges. He also enjoys live music and comedy, and a good pub quiz.
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