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) so you trigger 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 does something more intelligent: 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, and stay protected once the champagne wears off.

The goal is not to “out-lawyer” the other side. 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, via a holding company, or via a trust/fund platform.
  • Position IP, contracts and key assets in the right entities before negotiations start.
• Optimise tax - within the law
  • Map how different structures (share sale vs asset sale, local vs offshore holding, pre-sale reorgs, trust setups) affect your effective tax rate.
  • Sequence steps to benefit from participation exemptions, treaty relief, capital gains regimes or step-up in basis rules where available (via local counsel).
• Balance cash up-front vs. earn-outs and rollovers
  • Decide how much you’re genuinely comfortable deferring, and under what protections.
  • Structure earn-outs, vendor loans and rollover equity so they are enforceable and aligned with how the buyer will actually run the business.
• Protect your downside as a seller
  • Limit and ring-fence warranties, indemnities and covenants so one dispute doesn’t drag your entire personal balance sheet into the deal.
  • Consider W&I insurance, liability caps, escrow mechanics and the use of holding entities.
• Make the business more “buyable”
  • Simplify corporate structure, contracts and governance so due diligence is smoother and buyers don’t discount price for chaos.
  • Clean up related-party arrangements, legacy liabilities and regulatory / licensing gaps that scare serious buyers.
• Plan how to handle the proceeds
  • Integrate the exit into your wider wealth, residency and trust planning, so you don’t receive eight figures into a random personal account and then panic.

‍

A global toolkit - not “just sell the shares and pay the tax”

There is no one correct way to exit. There are families of tools and structures that can be combined depending on your jurisdiction, buyer, deal size and future plans.

We work across:

Share vs asset sale structures

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

Holding company and pre-sale reorganisation planning

• Insertion of regional or international holding companies
• Migration or redomiciliation where appropriate
• Separating operating risk from exit vehicle; moving IP and non-core assets

Trusts, foundations and family holding platforms

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

Rollovers, earn-outs and vendor financing

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

Investor & co-founder alignment

• Waterfall and distribution mechanisms between multiple shareholders
• Drag/tag rights, ratchets, sweet equity and management incentive plans

We are not just there to “review the SPA”. We help design the architecture around the deal so your lawyers, tax advisers and corporate finance team are all pulling in the same direction.

‍

Typical structures and scenarios we advise on

1. Founder selling a majority stake to a strategic buyer

For entrepreneurs exiting to a larger industry player but often staying on for a few years.

• Assess whether the buyer should acquire shares in the current company or through a restructured holding vehicle
• Structure rollover equity and earn-outs so they are tax-efficient and realistically payable
• Ring-fence warranties and indemnities inside a dedicated holding company or trust
• Coordinate with local tax advisers to minimise leakage on the sale and on future earn-out payments
• Plan post-deal salary/bonus/consultancy arrangements so you’re not accidentally re-characterising capital gains as income

2. PE / VC partial exit and recapitalisation

For founders and existing investors selling down to a new fund or bringing in additional capital.

• Build and model different waterfalls between founders, early investors and new money
• Structure preference shares, ratchets and management incentive plans
• Optimise the choice of holding jurisdiction for the new equity stack and governance
• Plan for follow-on rounds or a later trade sale / IPO so today’s structure doesn’t block tomorrow’s exit

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

For clients acquiring multiple companies across jurisdictions with a view to a later platform sale.

• Design the holding and sub-holding structure to aggregate acquisitions cleanly
• Coordinate SPVs and financing (equity, bank debt, mezzanine) across deals
• Standardise SPA terms, warranties and earn-out mechanics as far as possible
• Plan a future exit so a larger buyer or fund can take out the platform efficiently

4. Pre-exit trust and family planning

For founders expecting a significant liquidity event in the next 1-5 years.

• Work with trusts/foundations and local tax counsel to assess if pre-sale transfers make sense
• Align settlor, trustee, protector and beneficiary positions with deal and banking realities
• Decide which assets go into the asset-protection / estate plan layer and which stay personal
• Plan how proceeds will be managed, distributed and reported after the exit

5. Cross-border complex exits

For deals involving multiple jurisdictions, currencies, regulatory regimes or unusual asset types (regulated entities, fintech licences, IP-heavy plays).

• Map out regulatory approvals, change-of-control consents and licence implications
• Coordinate with local counsel in each key jurisdiction
• Design escrow, completion mechanics and FX / funding flows that work across borders
• Plan tax and reporting in each jurisdiction for both seller and buyer side structures

How our process works

We don’t just show up at the SPA stage. Ideally, we’re involved before the first LOI lands.

Step 1 - Diagnostic & objectives

Deep-dive on:

• Your current group structure, shareholders and any existing trusts/family vehicles
• The likely buyer or investor profiles and deal sizes
• Your personal tax residence, future relocation plans and family situation
• Desired outcomes: cash vs rollover, involvement post-deal, risk tolerance, time horizon

We identify immediate constraints and opportunities: where the existing structure helps you, and where it will cause friction or tax leakage.

Step 2 - Pre-deal structuring plan

We design a Deal & Exit Structuring Plan that sets out:

• The recommended selling entity (or entities) and any pre-deal reorganisation steps
• How to position IP, contracts, licences and key assets pre-LOI
• Tax and legal considerations to validate with local advisers in each jurisdiction
• High-level guidance on acceptable vs dangerous earn-out / rollover / vendor loan terms
• Integration with your personal asset protection, residency and estate planning

You get diagrams and clear options (“Base Case”, “Optimised Case”, “Aggressive, Not Recommended”), not vague theory.

Step 3 - Live deal support

Once you’re in negotiations, we:

• Coordinate with your corporate finance adviser on valuation vs structure trade-offs
• Work alongside your lawyers and tax advisers to ensure the SPA, shareholders’ agreement and side letters reflect the agreed structure
• Stress-test proposed terms for post-completion risk (clawbacks, MAC clauses, non-competes, information covenants)
• Help you understand where to push, where to concede and which hills are worth dying on

We don’t replace your legal or tax counsel, we sit between them and your commercial goals, keeping the structure cohesive.

Step 4 - Post-deal transition & reinvestment

After completion, we:

• Assist with the practical side of moving proceeds into the right vehicles (hold-cos, trusts, portfolios, new ventures)
• Help redesign your personal and corporate structure for “post-exit life”
• Plan secondary exits or further sell-downs where relevant (e.g. staged exits to PE)

‍

Who this is for

Our Deal & Exit Structuring Advisory is designed for:

• Founders planning a sale or major investment round in the next 1-5 years
• Business owners approached by strategic buyers or funds and unsure how to respond
• Families with operating companies they intend to sell or pass down in a tax-efficient way
• Investors and family offices structuring buy-and-build platforms with a clear exit thesis
• Entrepreneurs already in live negotiations who sense that “something about the structure isn’t right”

If you are simply looking for a way to hide proceeds, misrepresent values or move money out of sight of tax or regulatory authorities, we are not the right firm.

We focus on deals that are defendable, bankable and optimised, not aggressive schemes that will collapse under scrutiny.

‍

Why work with us (rather than leaving it all to the deal lawyer)?

Structure-first, not document-first

Most lawyers are brilliant at drafting documents once the structure is set. Our job is to help design that structure, across jurisdictions, entities, trusts and your personal position, so the documents are pulling in the right direction.

Integrated view across tax, asset protection and fintech/regulated assets

We understand company law, cross-border tax concepts, asset protection, and regulated businesses (EMI, MSB, VASP, funds). That matters when your exit involves licences, client money or complex structures.

International and multi-jurisdictional focus

We are used to deals where seller, buyer, holding company, assets and management are in different countries. We speak that language and coordinate local experts accordingly.

Alignment with your “life after the deal”

We don’t disappear at completion. The shape of your exit has long-term implications for residency, succession, future ventures and banking. We design with that horizon in mind.

‍

Common questions

“Isn’t this what my M&A lawyer and accountant already do?”

They each handle critical pieces. In practice, however, there is often a gap between commercial goals, tax advice, trust/asset protection planning and legal drafting, especially across borders. Our role is to coordinate and structure the overall picture.

“How early should I start exit structuring?”

Ideally 1-3 years before a likely deal. Some optimisations and pre-sale reorganisations simply cannot be done credibly a few weeks before signing. Starting early preserves optionality.

“Can structuring really move the needle that much?”

Yes. For meaningful exits, differences in jurisdiction, asset vs share sale, pre-sale trust planning, and allocation between parties can easily shift seven figures or more in your favour, or against you if ignored.

“Will this make my exit tax-free?”

Not necessarily, and that’s rarely the realistic goal. The aim is to avoid unnecessary leakage, double taxation and long-term exposures, and to align your position with the best regimes available to you within the law.

“What if the buyer refuses a more efficient structure?”

That happens. Part of our job is to explain trade-offs and find a workable compromise. Sometimes a slightly lower headline price with clean, tax-efficient and low-risk terms is better than a higher price on a bad structure.

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.