Management Buyouts and Share Buybacks

Strategic Change, Smoothly Managed

Whether you’re restructuring your business, changing ownership or transitioning leadership, management buyouts (MBOs) and share buybacks can offer a flexible, strategic solution. These transactions need careful handling – balancing commercial aims with legal and regulatory compliance.

An MBO is where an existing management team buys the business from the current owners, who may have stepped back from the day-to-day management of the business.

A share buyback is another way in which an owner might wish to exit the business by having the company buy back their shares such that they are cancelled, leaving the remaining shareholders with a greater share.

At Hopkins Solicitors, we guide you through the process with clarity and confidence. We work closely with you, your accountants and your funders to ensure that the structure is sound, the transaction is legally compliant and everyone is on the same page.

What’s Involved

Our support typically includes:

An initial consultation – to understand the purpose of the transaction and the parties involved.
Advice on structure – including funding arrangements, tax implications and regulatory requirements. In some cases, our advice – given at an early stage – has led to a change in the structure to avoid regulation and the cost and delay that would have gone with it.
Drafting or reviewing documentation – including share purchase agreements, share buyback agreements, board minutes and Companies House filings.
Liaising with funders, accountants and other lawyers – to ensure legal documents align with financial structuring.
Compliance and process – ensuring the transaction meets the Companies Act requirements and any shareholder approvals are properly documented.

We’ll help to manage the deal from planning to completion, ensuring nothing is missed.

Things to Consider

If you’re exploring an MBO or considering a share buyback transaction, it’s useful to think about:

Objectives: Are you aiming to exit, simplify ownership or incentivise management?
Legal structure: Will it be a management buyout, share buyback or something else?
Funding: How will the purchase be financed and are funders involved?
Seller support: Will the existing owners provide transitional help or deferred payment terms?
Governance: Will control of the business change? Is the business regulated and do you need to involve others in the discussions? What consents are needed?
Process: Are you clear on the steps required under the Companies Act?
Shareholding arrangements: How will ownership and control be shared?

Getting these arrangements right can avoid delays and future disputes.

Let’s get started

If you’re planning a share buyback or management buyout, speak to our Company Commercial team – we’ll help you design and implement a solution that works for all involved.

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