Deal & Exit Structuring Advisory

How Smart Entrepreneurs Maximize Valuations With Strategic Deal & Exit Structuring

Selling a business or taking in a major investor is not just “signing an SPA and wiring funds”. If you get the structure wrong, you can end up with:

• A headline price that looks great, but a net after-tax number that’s 30–50% lower than it needed to be.
• Earn-outs, vendor loans or rollovers that are poorly secured – or never paid.
• Personal guarantees and warranties that leave you exposed long after the deal closes.
• Money paid to the “wrong” entity (or person) triggering avoidable tax or regulatory issues.
• A structure that makes it hard to reinvest, protect or pass on the proceeds.

A well-structured deal doesn’t just chase the highest multiple. It aligns price, terms, tax, asset protection and your future plans into one coherent strategy, so that you keep more of what you’ve built.

The goal is to:

• Maximise after-tax, after-cost, actually-collected value.
• Reduce downside risk if things go wrong post-completion.
• Protect your family and future ventures with the right holding structure.
• Give investors or buyers a clean, bankable target they want to pay top dollar for.

What deal & exit structuring advisory can do for you

“Exit planning” is often reduced to a valuation chat and an LOI. In reality, the biggest value is won or lost in how the deal is structured. With a proper advisory process, we can help you:

• Choose the right seller and holding structure: Decide whether you should sell as an individual, via a local company, or via a trust/fund platform. Position IP and key assets correctly before negotiations start.
• Optimise tax (within the law): Map how different structures (share vs asset sale, pre-sale reorgs) affect your effective tax rate and benefit from participation exemptions or treaty relief.
• Balance cash up-front vs. earn-outs and rollovers: Structure vendor loans and rollover equity so they are enforceable and aligned with the buyer’s future operations.
• Protect your downside as a seller: Ring-fence warranties and indemnities. Consider W&I insurance, liability caps, and escrow mechanics to protect your personal balance sheet.
• Make the business more “buyable”: Simplify corporate governance so due diligence is smooth and buyers don't discount the price for organizational chaos.
• Plan how to handle the proceeds: Integrate the exit into your wider wealth, residency and trust planning before you receive the funds.

A Global Toolkit - Not “just sell the shares and pay the tax”

There is no one correct way to exit. We use a combination of tools depending on your jurisdiction and deal size:

Share vs asset sale structures

• Whole-company disposals, carve-outs, hive-downs, and asset sales.
• Cross-border share purchases, management buyouts, and roll-up strategies.

Holding company and pre-sale reorganisation

• Insertion of regional or international holding companies.
• Migration or redomiciliation where appropriate.
• Separating operating risk from the exit vehicle.

Trusts, foundations and family holding platforms

• Pre-transaction transfers into trusts or family holdcos (via local counsel).
• Planning for long-term protection and reinvestment of proceeds.

Rollovers, earn-outs and vendor financing

• Equity rollovers into the buyer or new platforms.
• Structured earn-outs tied to clear, auditable metrics.
• Vendor loans with real security and covenant protection.

Investor & co-founder alignment

• Waterfall mechanisms, drag/tag rights, ratchets, and management incentive plans.

Typical Structures and Scenarios We Advise On

1. Founder selling a majority stake to a strategic buyer

• Assess acquisition through restructured holding vehicles.
• Structure rollover equity and earn-outs for tax efficiency.
• Ring-fence warranties inside a dedicated holding entity or trust.

2. PE / VC partial exit and recapitalisation

• Build and model different waterfalls between founders and new money.
• Structure preference shares, ratchets, and management incentive plans.
• Optimise the choice of holding jurisdiction for the new equity stack.

3. International roll-up / buy-and-build platform

• Design the holding structure to aggregate acquisitions cleanly.
• Coordinate SPVs and financing (equity, bank debt, mezzanine) across deals.
• Standardise SPA terms and earn-out mechanics for later platform exit.

4. Pre-exit trust and family planning

• Pre-sale transfers into asset-protection layers.
• Align settlor, trustee, and beneficiary positions with deal realities.
• Plan how proceeds will be managed and reported after the exit.

5. Cross-border complex exits

• Map out regulatory approvals and change-of-control consents for regulated entities.
• Design escrow, completion mechanics, and FX / funding flows across borders.
• Plan tax reporting in each jurisdiction for both seller and buyer side structures.

How Our Process Works

Step 1 - Diagnostic & objectives

We deep-dive on your group structure, shareholders, and potential buyer profiles. We identify immediate constraints where the existing structure helps or causes tax leakage.

Step 2 - Pre-deal structuring plan

We design a Deal & Exit Structuring Plan that sets out recommended selling entities, pre-deal reorganization, and positioning of IP and assets. We provide clear options (Base Case vs. Optimised Case).

Step 3 - Live deal support

We coordinate with your corporate finance team on trade-offs. We work alongside your lawyers to ensure the SPA and shareholders’ agreement reflect the agreed structure and protect against post-completion risk.

Step 4 - Post-deal transition & reinvestment

We assist with the practical side of moving proceeds into the right vehicles and help redesign your personal structure for "post-exit life."

Who This Is For

• Founders planning a sale or major investment round in the next 1-5 years.
• Business owners approached by strategic buyers or funds.
• Families intending to pass down operating companies in a tax-efficient way.
• Investors structuring buy-and-build platforms with a clear exit thesis.
• Entrepreneurs in live negotiations who want to ensure the structure is optimized.

Note: We focus on deals that are defendable, bankable and optimised. We do not assist with misrepresenting values or hiding proceeds.

Why Work With Us (rather than leaving it all to the deal lawyer)?

• Structure-first, not document-first: We help design the architecture across jurisdictions before the drafting starts.
• Integrated view: We understand company law, cross-border tax, and regulated businesses (EMI, MSB, VASP).
• International focus: We are experts in deals where seller, buyer, and assets are in different countries.
• Alignment with your future: We design with your long-term residency, succession, and future ventures in mind.

Common Questions

Ready to turn “one day I’ll sell” into a structured, high-quality exit?

If you’ve built something valuable, you will only sell it once. There are no re-dos on how that transaction is structured.

We’ll walk you through:

• Where your current structure helps or hurts a future deal.
• What an optimised, defendable exit structure would look like.
• How to align valuation, tax, asset protection and your life after the exit into one strategy.

Book a confidential strategy call to explore what serious deal & exit structuring advisory would look like for you and your business.