Finance Monthly. Tr ans ac t i on Repor t s 55 AN INTERVIEWWITH PIERS DRYDEN Beyond Law Group Please tell us more about the transaction and the role that your team played within it. We have acted for Inprova for some years now, and on this transaction we wore a couple of ’hats’. Primarily, we advised on the management buyout, assisting management on the terms of their investment into the group that acquired Inprova. We also supported the company itself and thesellingshareholder regarding the due diligence exercise undertaken by NVM in relation to the company. It was a busy transaction for us; we were reviewing draft shareholders’ agreements and articles of association, as well as advising on the way in which the management team would roll into the company moving forward and ensuring that the buyers had everything they needed to complete the deal. What are the key considerations that you take into account when advising on an MBO? The key considerations are, as always, making sure that our clients can achieve the economic return that they are expecting whilst managing their risk. Therefore we look at protecting their economic participation via things like antidilution mechanics, leaver provisions and reasonable limitations on management warranties. In MBOs, the management team is responsible for delivering the expected returns for the investor, so we also aim to ensure that they have sufficient control over the ongoing operation of the company whilst consulting with
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