Management Buy-Outs and Buy-Ins
Management buy-out and buy-in solicitors in the East Midlands
Management Buy-outs (MBOs) and Management Buy-ins (MBIs) can be complex, and each case will be different depending on the interests and requirements of the deal and the parties involved.
It is vital to seek the expert advice of a trusted legal professional from the outset to ensure the process is as smooth as possible and all parties feel supported.
What is a management buy-out?
A management buy-out or MBO involves part or all of a company being acquired by the company’s management team through combining resources.
Usually, the management team takes full control and ownership of the company, using its knowledge and expertise to grow the company.
What is a management buy-in?
Like a management buy-out, a management buy-in or MBI involves a management team acquiring the company, however this is a management company from outside the company. The management team usually competes with other purchasers to buy the company.
MBIs are usually funded with a portion of the management team’s own capital and through external funding from banks and private equity investors.
What are the advantages of a management buy-out?
An MBO can offer several advantages. Firstly, since the underlying business remains the same and the management team already knows the company, there is less risk of failure, and it provides continuity and reassurance to other employees, existing clients and suppliers.
In addition, there is usually less due diligence required by funders and this is often handled quickly and there is also no need to disclose confidential information to external parties.
What are the challenges of a management buy-out?
Management buy-outs are not always appropriate to a particular company, and the strength and performance of the management team as well as its plans for taking the company forward are vital in its future success and all members need to successfully transition from being employees to owners.
It is also important that suitable terms and appropriate repayment schedules are in place and there is stable cash flow to ensure that if a vendor’s loan has been used to finance the MBO, it is protected.
How do you finance a management buy-out?
Management buy-outs are usually financed in the same way as other business purchases and are typically financed by a combination of cash, equity and debt.
Vendor financing can also occur, where the management buyout is financed by the seller through using EMI options, the vendor providing a loan or leaving the consideration for the shares outstanding.
What should I consider before a management buy-out?
Before initiating an MBO there are a number of factors you should consider, including:
- The dedication and credibility of the management team
- Whether the company has a strong track record of profitability and good prospects without any high-risk factors
- The availability of finance and whether the company’s future cash flows can fund and support the company
Why use Rothera Bray for management buy-outs and buy-ins?
Our dedicated solicitors can provide you with legal advice at every stage of the MBO or MBI process and ensure you have all the correct legal documentation in place to protect your interests.
We have practical experience in co-ordinating all types of corporate transactions and working with all parties involved in such deals.
We will:
- Undertake due diligence
- Plan and coordinate the deal
- Prepare and negotiate all necessary documentation required, including the sale and purchase agreement, shareholder’s agreement, and articles of association
- Advise on any conflicts of interest
- Negotiate warranties and terms
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Posted 11 April 2025
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Tim Gladdle
Senior Partner & Joint Head of Department
Tim qualified as a solicitor in 1983, giving him 40 years of legal experience. He specialises in advising a wide range of companies on corporate affairs and transactions.

Richard Hammond
Partner & Head of Risk and Compliance
Richard Hammond is a Dispute Resolution specialist and mediator at our Lace Market office. Richard is also a notary public, processing client documents for international use.

Toby Preston
Partner & Joint Head of Department
Toby is a Partner who specialises in corporate law and business affairs. He has been a partner for over 10 years and been involved in many high profile acquisitions and disposals.

David Tomlinson
Partner
David is a Partner at Rothera Bray Solicitors. He works from our Derby office and offers clients a wealth of expertise in commercial and commercial property matters.

Sandeesh Samra
Solicitor
Sandeesh Samra is a Solicitor in our Corporate and Commercial team and is based at our Lace Market office in the heart of Nottingham city centre.

Liam Wicks
Solicitor
Liam Wicks is a Solicitor in Rothera Bray’s Corporate & Commercial department and is based at our Derby office.

Erica Hurst
Paralegal
Erica Hurst is a paralegal in Rothera Bray’s Corporate and Commercial department and is based at our Lace Market office in Nottingham city centre.

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