The Teacher Stern corporate team has vast experience in representing clients involved in management buy-out (MBO) and management buy-in (MBI) transactions. In addition, many of the M&A deals we do involve complex earn-out provisions.

We know that pursuing an MBO or MBI opportunity can be one of the more complicated ways of acquiring an equity stake in a business. This is especially so when private equity or venture capitalists are investing side by side with the management team. However, a well put together MBO/MBI can be extremely rewarding for all involved.

The complexities involved in putting an earn-out, MBO or MBI together can be significant, particularly when there’s the added dimension of maintaining the ongoing relationship between the parties involved. In times like this, experienced advisors capable of guiding you through the process can be an invaluable resource.

Our knowledge and expertise of these types of transactions, coupled with experience across all sectors of industry, allows us to quickly get to grips with the issues involved in your particular deal. In doing so, we will manage the entire transaction process for you and facilitate even the most delicate of negotiations, so you can keep your focus on where it’s needed most.

Representative MBOs/MBIs/Earn-Outs Work

Examples of our team’s MBOs/MBIs/earn-out work include:

  • Advised the shareholders of Galliard Healthcare Communications on the £13m sale of the company to FTSE listed UDG Group plc and the negotiation of complex earn-out provisions.

Key contacts:

Photo of Kelly Whitfield

Kelly Whitfield

Partner Corporate and Commercial
Work 37-41 Bedford Row London WC1R 4JH United Kingdom Tel: +44 (0) 20 7611 2303


Kelly is an experienced corporate and commercial lawyer with broad transactional expertise in a wide range of sectors.  Kelly provides advice on all aspects of private company mergers, acquisitions, investments and disposals acting for both buyers and sellers and has experience in working in, amongst others, the transport, property investment and management, media and advertising, manufacturing and health care sectors.

Kelly also handles certain financing arrangements, including debt/equity conversions, convertible loan note and invoice discount financing and advises on a broad spectrum of commercial contracts, including complex manufacturing and distribution agreements, white label licensing agreements, shareholders’ agreements and limited liability partnership arrangements.

Another area of Kelly’s expertise is employee benefits, in particular share schemes (both HMRC approved and unapproved schemes) where she has spent much time developing this area of practice around the concept of using an analytical approach to create effective business solutions for clients that genuinely contribute to improved performance across their business.  Together with the rest of the employment team, Kelly works with our clients to fund cost reductions, ways to improve motivation and performance and attain staff retention targets through arrangements such as share option schemes, flexible working and salary sacrifice schemes.

Kelly is listed as a key lawyer in the Legal 500 2021 rankings and a recommended lawyer in the Legal 500 2024 rankings.

Year qualified

Solicitor, 2003

Representative Experience

Kelly has:

  • acted as one of the lead advisors on the acquisition by Metroline Limited (a wholly owned subsidiary of ComfortDelGro Corporation) of 31 bus routes operated from five separate bus depots in West London from First Group plc for a consideration of £57.5 million
  • advised on a complex joint venture arrangement between two significant healthcare providers collaborating to provide comprehensive specialist treatments to patients at single geographical locations
  • acted as the lead corporate advisor on a complex restructuring and refinancing of an extensive London based property holding and management business for a family owned and managed enterprise
  • acted for the trustees of a significant London based property portfolio on its restructuring from a trust arrangement into a limited liability partnership structure
  • advised on the sale of a corporate entity operating a central London based hotel
  • acted on the investment into a successful South Kensington based patisserie venture

Kelly also leads our Corporate Social Responsibility team which is comprised of people from all aspects of the firm creating an enthusiastic and imaginative team of people that are passionate about making a difference in the community.  Kelly and the CSR team have been involved in baking cakes, rowing dragon boats and painting walls to name just a few of the activities that the firm has been involved with recently.