In a management buy-out (MBO), the existing management acquires the business from the current shareholders. In a management buy-in (MBI), external management enters the business and acquires a stake. In both cases, careful legal structuring is essential.
The financing, the allocation of shares between management and investors, governance arrangements and exit provisions determine the long-term success of the transaction.
Key legal considerations in an MBO/MBI
MBO vs. MBI: the differences
Management Buy-out (MBO)
Existing management acquires the business from the current shareholders. Management knows the business well but often requires external financing and investors.
Management Buy-in (MBI)
External management acquires a stake in the business and takes (partial) control. Requires particularly careful contractual protection for all parties.
Mr. Vincent Besters
Lawyer for Entrepreneurs · Amsterdam
"An MBO or MBI requires legal guidance that addresses both the transaction structure and the long-term relationships between parties. We guide management and investors from initial discussions to the final shareholder agreement."
Transaction structure
Setup of Newco, financing and share allocation.
Shareholder agreement
Governance, exit rights and management arrangements.
Purchase agreement
Warranties, indemnities and closing conditions.
Closing & implementation
Completion of all documentation and transfer.
View our track record
Frequently asked questions about MBO & MBI
MBO or MBI? Get expert guidance.
A well-structured MBO is the foundation for a successful future. Call today.
+31 20 209 00 15Question about an MBO or MBI?
Fill out the form below and we will contact you confidentially as soon as possible.
