Practice 03
Shareholder and succession
A shareholder is leaving, the next generation is taking over or a management team wants to buy. We settle the structure, fund it and document it, and we stay for the year the new owners find their feet. Agreements made years before an exit decide what it is worth.
This is the practice for
- the shareholder who is leaving, and the ones who are staying
- the management team that wants to buy the business it runs
- the founder handing over to the next generation
In this practice
Share buy-backs
Structuring and executing a clean exit for a departing shareholder.
Reorganisations
Group restructuring, share classes and holding structures ahead of a transaction.
Exit planning
A diligence rehearsal 12 to 24 months early, and a list of what to fix in order.
Management buy-outs
Funding, structuring and documenting a transfer to the people already running it.
Who owns it, before and after
Three ways a shareholder leaves, and what has to be true for each.
- Share buy-back · what has to be true firstReserves to pay with, and articles that allow it
- Management buy-out · what has to be true firstA price the business can carry, and a team that can run it
- Next generation · what has to be true firstA valuation, tax advice taken, and leaver terms everyone has read
Before you start
What we would tell you before a shareholder leaves.
The exit is priced years before it happens.
What the shares are worth, and to whom, is decided by the articles, the shareholders' agreement and the leaver terms already in place. Where they are silent, a departure becomes a negotiation with no rules, at the moment the relationship is least able to bear one.
Good leaver, bad leaver, and everything in between.
The terms decide whether a departing shareholder is paid market value or nominal value, and whether over years or on the day. They are written while everyone is friends and read when they are not, which is the reason to write them properly now.
A buy-out has to be fundable by the business it buys.
A management team rarely has the price in cash. The structure is a vendor loan, a lender, the company's own reserves, or a mix of the three, and the plan has to show the business carrying it without starving itself. We build that plan before anyone names a price.
Reorganise before the buyer looks, not after.
Group structure, share classes and the assets sitting in the wrong company are cheaper to fix in the year before a process than under a buyer's exclusivity. A diligence rehearsal a year or two out gives you the list, in the order to fix it.
Work in this practice
Also in this practice
- RetainedEnvironmental consultancySpecialist water environmental consultancyBusiness model refocusing, group restructuring and bolt-on acquisitions, alongside the group's ongoing corporate finance and legal work.
- Minority stakeConsumer and fashionStrategic investment by a listed fashion houseActing for the investor: structuring, negotiation and documentation of a strategic minority stake.
Mandates listed are those of the ON Consulting team, including work led at previous firms. Nothing on this page is advice or a recommendation, and past mandates are not an indication of future outcomes.
Who runs it
A partner who has lived it runs your mandate.
Every buy-back, buy-out and hand-over is run by a partner who has done it. We have bought shareholders out, reorganised groups ahead of a sale, and then lived inside the structures that resulted.
Meet the teamTell us who is leaving, or who wants in.
A buy-back, a buy-out or a hand-over. The earlier the call, the more we can add. The first conversation costs nothing.