Sale of equity in a business
We will help you sell a partial interest in your business while protecting your ongoing position.
Bringing in an outside investor or business partner by selling a portion of your equity is one of the most consequential decisions a business owner can make.
The price agreed for your equity interest and the governance arrangements negotiated at the point of entry will shape your relationship with the incoming investor for as long as they hold a stake in your business. We act for sellers in partial equity transactions to ensure the terms of entry properly reflect the relationship both parties intend.
What is involved in selling a partial equity stake in your business?
What governance rights should I expect to give an incoming investor?
What is a shareholders agreement and why do I need one when bringing in an investor?
Governance terms that preserve your control.
Valuation and price negotiation support.
A shareholders agreement designed for your future exit.
The terms you set today will govern your relationship with this investor for years.
The investor gets a seat at the table: make sure you define what that means before they sit down.
- We will advise on the structure and terms of the partial equity sale.
- We will prepare or review the shareholders agreement and negotiate governance terms on your behalf.
- We will advise on decision-making rights, transfer restrictions, and exit provisions appropriate for your transaction.
- We will coordinate the legal steps required to complete the transfer and update the company's records.
You are bringing an investor into your business and you need the terms to work in your favour.
You have agreed in principle on a price and a stake size. The investor is credible, the capital or the partnership is something you genuinely want, and you are ready to move forward. But the documents have not been finalised, the shareholders agreement has not been drafted, and you are not certain how the governance arrangements will affect your day-to-day control of the business once the investor is in.
You want to close the transaction, but you need the terms to protect your position for as long as you continue to hold a stake in the business.
What's included in your partial equity sale service
- Sale structure and valuation advice.
- Equity sale documentation and negotiation.
- Shareholders agreement preparation and negotiation.
- Governance terms advice (decision rights, transfer restrictions, exit mechanisms).
- Completion management and share register update.
What happens when partial equity sales are poorly structured?
Business owners who complete partial equity sales without proper advice about governance arrangements regularly find themselves constrained in ways they did not anticipate.
An incoming investor who negotiated broad veto rights over operational decisions can frustrate management at every turn, even holding only a minority stake. A business that does not have drag-along provisions in its shareholders agreement may find that a future sale of 100% is effectively blocked by a minority holder who disagrees on price or timing. A seller who did not understand the anti-dilution provisions they agreed to may find their stake reduced in value by subsequent funding rounds. These are all problems that could have been avoided by negotiating the shareholders agreement carefully before completing the equity sale, but that are extremely difficult to address after the investor is already in.
Here is how we set up the investor relationship on terms that protect your ongoing control.
We start by understanding your commercial objectives: what you are selling, what you expect from the incoming investor, and how you want to manage the business once they are in. We then negotiate the governance terms that reflect those objectives, preserving your operational control where it matters, providing the investor with appropriate oversight and information, and ensuring the shareholders agreement includes the exit mechanisms you need to manage your future options.
We prepare and negotiate the documentation so that the terms you agreed in principle are accurately reflected in binding contracts, and we manage completion so the transaction closes cleanly. Business owners who engage us for these transactions consistently tell us that the time spent on the shareholders agreement was the most valuable part of the process.
Structure set, governance defined, documentation done.
Define the terms.
We advise on the sale structure and valuation approach, and help you identify the governance terms that will protect your position as the majority or continuing shareholder.
Negotiate and document.
We prepare the equity sale agreement and shareholders agreement, negotiate the governance provisions, and ensure the documentation reflects the commercial arrangement you intend.
Complete and record.
We manage completion of the transaction, ensure all transfer mechanics are followed correctly, and update the company's share register and corporate records.
Corporate lawyers experienced in partial equity transactions and the governance arrangements that follow them.
We have acted for business owners selling partial stakes across a wide range of industries and transaction sizes. We know which governance provisions matter most to sellers, which investor requests are standard and which go further than is reasonable, and where the balance should be struck to protect your control while giving the investor what they legitimately need.
When we negotiate a shareholders agreement on your behalf, we are drawing on experience of what these provisions look like in practice, not just on paper. The goal is an agreement that both parties can actually work within.
We understand you want to know the cost, before we get started.
We will map out our process, from beginning to end, so you know what the journey will look like before you get started.
We will provide you with a clear and detailed Work Proposal covering each step along the way.
Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.
Our great lawyer guarantee
We want to be part of your team over the long term. We achieve this by adhering to these core principles:
Take the time
We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.
Share our knowledge
We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.
Stick to our knitting
We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.
Work as one team
Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.
Fair pricing
For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.
It's your show
We're not in this for our egos. We're in it for a front row seat to witness your success.
