Ranked Tier 3 in The Legal 500 UK 2027, our shareholder exit lawyers help business owners, founders and investors negotiate and implement exits from privately owned companies.
A common exit arrangement involves one or more continuing shareholders purchasing the departing shareholder’s interest.
Although the parties may know each other well, negotiations can become difficult when they have different expectations about valuation or payment terms.
Our lawyers advise on structuring and documenting negotiated shareholder buyouts.
This includes considering whether the purchase price will be paid immediately, in instalments or through a combination of arrangements.
Where payment is deferred, we advise on appropriate protections for the departing shareholder, including security and contractual remedies.
We also consider the release of personal guarantees, outstanding shareholder loans and any other financial commitments connected with the business.
Our focus is on ensuring that the shareholder receives the agreed value and understands any obligations that continue after the exit.
Minority shareholders can face particular challenges when looking to sell their interests.
Shares in a private company may have a limited market, and existing shareholder arrangements may restrict transfers to third parties.
A minority shareholder may also have limited influence over the timing of an exit or the company’s willingness to facilitate a sale.
Our shareholder exit lawyers review the contractual and statutory position, including transfer restrictions, pre-emption rights and any agreed exit mechanisms.
We advise on negotiating voluntary exits and assessing the commercial options available.
Where the circumstances involve serious disagreements, allegations of unfair prejudice or other contentious issues, our Corporate team can work alongside our dispute resolution lawyers where appropriate.
Our objective is to explore commercially sensible solutions while protecting the client’s legal position.
In some circumstances, a company may purchase its own shares from a departing shareholder.
A share buyback can provide an alternative to a purchase by the remaining shareholders, particularly where those shareholders do not wish to fund the acquisition personally.
However, company buybacks are subject to specific legal requirements.
These can include rules concerning distributable profits, permissible funding arrangements, shareholder approvals and the treatment of the shares following purchase.
We advise on the corporate procedures and documentation required for a lawful buyback, working with accountants and tax advisers to assess the wider implications.
Careful planning is important because failure to comply with the applicable statutory requirements can create significant legal difficulties.
In owner managed companies, shareholders are often also directors or employees.
An exit may therefore require several relationships to be brought to an end simultaneously.
We advise on coordinating the share transfer with resignation from office, termination of employment or consultancy arrangements and the settlement of outstanding financial entitlements.
Relevant matters may include:
We help clients avoid situations where their shares have been transferred but important personal or financial obligations remain unresolved.
Shareholder exits can become more complicated where shareholders reside overseas, the company forms part of an international group or the proposed purchaser is based in another jurisdiction.
Different legal, tax and regulatory considerations may affect the transaction.
IMD Corporate advises UK and overseas shareholders on exits involving English and Welsh companies, including transfers to international purchasers and reorganisations involving overseas ownership structures.
Where foreign legal advice is required, we work alongside overseas lawyers and other professional advisers.
We aim to ensure that the UK legal arrangements are coordinated with the wider transaction and that the departing shareholder has clarity about the obligations being discharged or retained.
A shareholder exit should provide clarity about the departing shareholder’s future relationship with the company.
Poorly drafted arrangements can leave uncertainty over payments, liabilities, confidentiality or future business activities.
Our lawyers concentrate on negotiating clear terms that address the principal commercial risks.
This includes defining the purchase price, establishing payment obligations, limiting future liability and documenting the release of relevant commitments.
We also consider the interests of the continuing business, particularly where the departing shareholder has been closely involved in management or customer relationships.
IMD Corporate’s Corporate & Commercial team is ranked Tier 3 in The Legal 500 UK 2027.
Shareholder exits can involve a combination of financial, legal and personal considerations.
Our approach is commercially focused, proportionate and responsive, with experienced lawyers directly involved in negotiations and documentation.
We help clients understand their options and work towards a clear and enforceable exit arrangement.
Whether you are planning to leave a business, negotiating a shareholder buyout or considering how to realise the value of your shares, early legal advice can help protect your position.
To discuss a proposed shareholder exit, contact IMD Corporate on 0330 107 0106 or request a free call back.
We pride ourselves on delivering commercially minded legal solutions grounded in integrity, collaboration and a genuine commitment to client success.
We provide:
There are many reasons why you might consider restructuring your business or changing the way you are organized. You may need to streamline operations, reposition yourself in the market, prepare for an exit, facilitate growth, raise capital, ringfence your exposure to risk and liability, refinance borrowing, consolidate debt or avoid a collapse into insolvency.
Every business needs a corporate governance and compliance strategy to direct and control the way in which business is run and to ensure that any generic or sector specific rules and regulations are adhered to. This is the case whether you are a start-up business or an established enterprise and whether you operate as a company, a partnership or an LLP.
Our corporate solicitors draft and negotiate directors service agreements to align with your commercial goals, governance requirements and legal obligations.
Nobody likes nasty surprises, particularly in business, which is why due diligence has developed as a necessary prerequisite for commercial transactions where it is vital that you know what you are letting yourself in for before you commit to proceed.
Converting your business from a privately owned company to one in which the public car invest, is a complex process that can only be navigated with the help of specialist advisors. This is particularly true where your chosen route to becoming a plc is to apply to be listed on the London Stock Exchange where you will need the support of a sponsor, and underwriter, a lawyer, a broker and a reporting accountant.
If you are on the brink of setting up a business then your focus is likely to be on key issues like securing the money you need to get off the ground, finding premises from which to trade, recruiting members of staff and building a loyal customer base.
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Our team is adept at handling intricate cases involving international elements, such as division of assets across borders, child abduction and child relocation. This makes us particularly suited for individuals with international family or business ties.
We are proud recipients of multiple national awards, a testament to our commitment to legal excellence. Our awards reflect our high standards and dedication to achieving the best outcomes for our clients. You can check the list of our awards by clicking here.
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Our firm has a proven track record of successfully handling complex legal cases, particularly those involving cross-border elements. Our expertise is especially beneficial for individuals seeking sophisticated legal solutions.
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We believe in a client-centric approach, offering personalised and compassionate legal advice. Understanding that each case is unique, we tailor our strategies to suit individual client needs.
Beyond family law, we offer a wide range of legal services, making us a one-stop solution for all your legal needs, whether personal or business-related.
We believe in empowering our clients with knowledge. Our team ensures that you are well informed about the legal processes and your options, enabling you to make educated decisions.
Our extensive network of international legal and professional contacts allows us to efficiently handle cases that span multiple jurisdictions, providing a seamless legal experience for our clients.
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Possible routes include selling shares to existing shareholders, transferring them to an external purchaser or arranging a company share buyback. The available options depend on the company’s constitutional documents and circumstances.
There is generally no automatic right to require another shareholder to purchase your shares. However, contractual provisions or particular legal circumstances may provide rights or remedies.
Valuation may depend on the company’s financial position, the size of the shareholding, the rights attached to the shares and any valuation mechanism in the shareholders agreement.
Potentially, yes. A company share buyback must comply with the relevant statutory requirements and funding rules.
Resigning as a director does not automatically end your share ownership. You may continue to hold shares unless they are transferred or another contractual mechanism applies.
Yes, subject to applicable transfer restrictions and other legal requirements. International transactions may involve additional tax, regulatory and documentation considerations.
