Management representation

Senior managers, directors and executives are increasingly finding opportunities to take ownership positions in the businesses in which they work either as founders or as part of a management buy-out (MBO) or management buy-in (MBI) team.

These situations can raise complex legal and commercial issues for individuals to address:

  • Am I exposing myself to liability?
  • What discussions am I entitled to have without telling my employer?
  • As a director, do my fiduciary duties prevent me from disclosing information to third parties?
  • Why am I being offered a different class of shares from the institutional investor?
  • What is my financial downside and upside?

Trying to address these issues at a time when you already have a full day’s work running your business can be very stressful.

We have extensive experience advising individual executives and management teams on all aspects of dealing with corporate and institutional counterparties and can guide you through the transaction process from beginning to end, advise you as to what is normally to be expected in such situations and give you the confidence that you will fully understand the potential risks and rewards of the proposed transaction.

Typical issues on which we can advise include the following:

  • Buying from, selling to and raising capital from all types of financial and corporate investors
  • Transaction structuring
  • Equity, quasi equity, warrant and option terms
  • Company formation
  • Management and employee incentivisation
  • Terms of sale and purchase agreement
  • Locked box and price adjustment provisions
  • Warranty, indemnity and limitation provisions
  • Earn-out structures
  • Investment and subscription agreements
  • Shareholder agreements
  • Governance and exit rights
  • Articles of association
  • Share right differentiation
  • Shareholder and third party debt instruments
  • Ratchet mechanisms
  • Fiduciary duties and confidentiality obligations
  • Conflicts of interest