Blog Post

Selling an Employee Owned Company

Sue Lawrence • 29 May 2024

Based on our experience, an independent trustees' viewpoint on selling an employee owned company.

During 2023 IDT were the appointed independent trustee when 2 Employee Owned businesses were sold to 3rd parties – one to a trade sale, one to a PE firm. Here we share some of our experience.

2023 was an interesting year in terms of EO company sales. Often mentioned in passing, rarely discussed in detail, EO company sales do happen. To the purists of employee ownership they’re not acceptable. To the pragmatists, they’re a natural step for some companies as they either seek to expand and continue to grow, with their employees benefiting from this growth or they provide a route for salvation if things haven't progressed as planned.

As trustees, we recognise that, for the right companies, with the right purchaser, they can be the correct outcome for all parties, including the employees as beneficiaries. But we don’t see them as a primary driver for a company that is seeking to deliver long-term stability and employment for their current, and future, beneficiaries.

In the 2 scenarios we were appointed to, they were the right outcome and have enabled continued success.

In contrast, we have also been the independent trustee where a sale trade was proposed but, after being explained to all employees, was rejected by those employees, the founders and the leadership team as not being right for the business, its employees or its wider community.

Hence, we don’t believe that any company should be sold to an EOT as a planned steppingstone to further onward sale. However, there are scenarios where this is the right outcome for all concerned. In the 2 cases where the sales went through, the resultant businesses remain employee-centric, albeit with a different ownership structure.

The Role of the Trustees

As the independent trustee, alongside the other trustees, we all took our role incredibly seriously in relation to the beneficiaries of the trust, ie the employees.

Early stage discussions specifically focused on why the sale was even being considered. In neither case was it solely to pay off the former owners. Instead, they were to underpin significant growth opportunities for the business that would have been difficult to deliver, both financially and in terms of resources, without the 3rd party.

Secondary to this was an understanding of the due diligence being undertaken in relation to the purchaser. This was slightly different to standard due diligence processes that may have been undertaken, as there was an additional focus on employee centricity. Was this a firm we thought was a good fit for the business? Would the culture be maintained? Would employee centricity be respected and maintained?

As part of this, in the case of the PE sale, the leadership team met with other companies in the PE firms’ portfolio to validate what they were hearing. For the trade sale, numerous meetings with the purchaser, as well as a deep dive into their employee culture, was undertaken.

As an independent trustee it was important that we kept a neutral view throughout the process, that we challenged group think, and saw beyond the transaction itself. As the one individual who wouldn’t benefit from the transaction, we had a unique perspective.

This didn’t mean that we only looked for ways the transaction could fail, it meant that we challenged perceptions that bigger is always better, or new ownership is the right solution. It also meant that we checked that each trustee independently, and without pressure, believed it was the right outcome for the company and the beneficiaries.

Trust Distributions

Distributing the profit from the transaction to beneficiaries needed to follow the EO equality requirements whereby all beneficiaries receive the same amount, or calculations are based on individual application of hours worked, salary or tenure.

Unlike decisions made during employee ownership on EO company profit share payments, this decision was one for the trustees, not the trading company board, albeit that the boards’ views were a key part of the decision making.

The discussion by trustees on this topic was wide ranging and benefited not only from trustee involvement but also that of legal advisers. Competing views on distribution to long term members of staff who have supported the business to get to this stage, versus new hires who have been brought in as strategic hires, is one area of consideration.

Consideration of the impact on the business post transaction and ensuring that employees want to continue in their role also comes into play. If you hand a significant sum of money to individuals, where is their motivation to continue in the same employment? And in some cases, these were life adjusting amounts that were being shared.

Tax

A few points on tax to note.

At the transition to employee ownership, Capital Gains Tax isn’t waived, it’s deferred.

If the trust sells the shares within 2 years of the original transition, the original vendors pay the CGT owed.

If the trust subsequently sells the shares after this 2 year period, the trust pays the relevant level of CGT. This needs to be factored into the financial modelling of the offer.

It also impacts on the available amounts that can be distributed to employees as beneficiaries of the trust.

Equally, any receipts by employees will be subject to personal tax.

It’s not a free of tax distribution of the financial benefit, and in many cases the cost of this, plus transaction costs, can make the sale very unattractive for all parties. Indeed, in many cases, the profit share over a few years will provide greater payouts to beneficiaries than a one off payment on sale of the company.

Professional Advisers

The importance of professional advisers in both scenarios cannot be underestimated. The transaction documents, as well as the alignment to the trust and its purpose, were complex and detailed.

The trust had separate advisers to the trading company. These trust advisers provided both sale and trust experience and ensured that the trust were making decisions within their remit, and that the legal documentation reflected their role as seller.

The trustees were fully supported and ensured that decisions were documented, and an audit trail was maintained. Indemnities and their applicability were discussed and incorporated and a myriad of other considerations were discussed, agreed and actioned.

Employee Participation

Should employees be asked their views on the sale?

As mentioned, we had one client who did ask their employees, but the reasoning for asking was more complicated that merely asking for employee input, and in some ways, it validated a decision already made by the leadership team and served to quash internal rumours.

For one of our successful transactions, employees were consulted for 2 main reasons. One was that a large proportion of the employees were part of a secondary equity related programme, so were part of the negotiations anyway. In addition, given the nature of their business, employees could grasp the financial concepts easily and understand both the opportunity and the potential consequences.

In the other, there was a more informal interaction and discussion with employees by the leadership team, rather than through a formal route by the trustees.

In both scenarios the timing of this interaction was key:

  • too soon and there’s not enough information to share or the deal may not progress, but it would leave a residual concern on the future of the business in the minds of the employees consulted; alternatively
  • too late, and the input and insights from the employees is irrelevant and they may be frustrated that they weren’t trusted or valued for their opinions, which could impact on future engagement.

In both cases, the approach to employees, and their input was appropriate to their culture, history and previous communications. It underpinned their positive attitude to employee engagement and transparency, and reinforced the importance of this in the future.

The Outcome

One of the companies that was sold, has gone on to significantly develop its international footprint, its client base and its employee numbers.

The other, although early days, is now the first footprint in Europe for a US entrepreneurial business, and a great place for its employees to be exposed to significant opportunities as they grow their own careers.

In both cases, employee beneficiaries also received significant sums as part of the distribution. In neither case has this resulted in wholesale departure of staff, in part perhaps because the distributions were aimed at being meaningful but also reflecting the benefits of remaining with a business where the culture is to share success.

The downside for us is that we no longer work with them as there’s no need for an independent trustee. But if we’ve helped them on their way, we’re happy with the outcome.


If you are considering exit options via sale for your employee owned business and would like to chat, contact us confidentially at info@directorsandtrustees.co.uk

Transparency of information sharing is expected in an EO company. What does this mean in practice?
by Chris Pettitt 23 February 2025
How and when to share information, and what information should be included is a frequently discussed topic. Here we share ideas and prompts to craft your own information sharing processes and content.
Alistair Aird shares his financial acumen and literacy with his EO clients as an independent trustee
by Alistair Aird 23 February 2025
Through personal knowledge, the author, Alistair Aird , shares how his experience and expertise in finance and supporting SME business leaders underpins his role as an independent trustee. What is your professional background, and how does it inform your approach as a trustee? My professional background is in SME M&A and banking. I see that as essentially supporting SMEs from a financial point of view, normally at key points in their evolution – for example, when they are financing rapid growth, exiting, or buying other businesses. An employee owned business, whatever its size or maturity, faces similar financial considerations in terms of business funding, managing cashflow, balancing risks and evolving for the future. In terms of how it informs my approach as a trustee, I understand how the finances are the essential lifeblood of any business, and I bring that expertise and understanding to the trust board. For example, key areas at the point of transition are the valuation and repayment profile of a transaction, where my experience can be especially valuable. Thereafter, where there may be considerations for altering the repayment profile, whether in terms of tenor, applied interest (if any) or financial quantum, my knowledge and experience can add a neutral perspective and experience to discussions. I also share my financial literacy with fellow trustees to enhance their understanding of both the financial information that is being provided to them, as well as the impacts that financial decisions will have on the business. This is particularly relevant where there may be employee trustees appointed who may not have previously been provided with in-depth financial company information, or may not have had to digest it from the position of a shareholder. What are some unique aspects of your approach that differentiate you from other trustees? Whilst finances, and specifically cashflow, are the lifeblood of the business, I have learned that the individuals are the most important area to understand. I focus on ensuring I understand the individual priorities and ambitions of exiting shareholders in particular as that can significantly impact the business in its early stage as it evolves its succession plans and moves towards financial freedom. On a personal level, I know how stressful it can be at these times in a business-owners life and I can help owners navigate the change away from personal ownership into employee ownership, and beyond. In terms of my approach as a trustee, I set out to have a light hand on the rudder during plain business sailing as I believe the leadership team are best placed to run the business. But I am prepared to get a firmer grip should there be issues that need addressing at trust level. This is not solely in terms of financial matters, given the trust in its role as shareholder has a wider remit in respect of the whole business. Whilst my background is finance, my experience is much wider, so my contribution in all topics comes from one of broad business knowledge. How do you think the October 2024 UK budget changes have impacted you and your role? One of the most significant changes announced, from a trustee perspective, was the requirement for trustees to validate the valuation of the company prior to its transition to EO. My job in M&A has meant I have done many valuations for businesses transitioning to EOTs. Understanding such valuations, repayment profiles and other financial matters related to ensuring a successful transaction is a particular area of expertise. I have used this to work with colleagues at IDT to develop a trustee checklist for valuation validations focused on four key areas: Independence of the valuation provider; Valuation methodology; Affordability of both the principal payment and the deferred consideration; and Documenting the trustee process being undertaken. I continue to offer my knowledge, experience and advice to my colleagues, as well as my EO clients, to enhance their own understanding. Alistair’s knowledge and experience, particularly in terms of finance in SMEs, is invaluable to EO clients, particularly those seeking to enhance financial confidence in new leadership teams, in fellow trustees and more widely in the business. He has sat with clients as they move through periods of financial uncertainty and significant decision making, and his experience provides a beneficial sounding board and trusted confidante in discussions. The IDT Difference IDT supports independent trustees to recognise, value, use and share their own unique personal experience and expertise in delivering in their role for clients. Our in-house EO Toolkit supports our trustees by providing practical tools, materials and knowledge to enable them to be an invaluable partner on the trust boards to which they are appointed whilst ensuring that they have the EO knowledge needed to deliver in the role. Our in-house trustee networking, centered around monthly knowledge sharing, enables our trustees to share their knowledge and challenges with each other to gain from the collective expertise available by being part of our network. Alistair is one of over 20 independent trustees working through IDT, all bringing different perspectives, experiences, knowledge and personality to their appointments. To find out more about the breadth of this knowledge read our article introducing our trustees: https://www.independentdirectorsandtrustees.co.uk/who-are-our-trustees The Author Alistair Aird is a corporate finance director at Carpenter Box, a chartered accountant, tax and business advisory practice based in the South of England. He also supports IDTs business development through his connections with professional advisers and acts as the independent trustee for clients of IDT.
3rd party funding for EO companies is expanding to meet growing demand. What are the lessons learnt?
3 February 2025
Borrowing by EO companies is better served by the lending community, but there are still some fundamental lessons to learn before choosing the best options to add new debt to the bottom line. Here we share some of those lessons.
22 January 2025
Agulhas Applied Knowledge was founded in January 2003 and became employee owned in December 2020. Here Nigel Thornton , one of the 3 founder vendors, kindly shares his journey to making the decision to sell to an EOT, and beyond to its current position as an EOT, B-Corp certified company with the founders stepping back and a new leadership team in place. Why did you originally decide to sell to an EOT, and do you now believe that it was the right decision? I haven't regretted the choice to sell Agulhas to an EOT for one minute. Many years before we made the decision, we had talked to other founders of companies similar to ours, and heard how they were all struggling with the challenge of transition. I knew for a long time that we would have to come to a point where we did sell. We had three choices; the first was to wind the company down. The second was to look for a buyer, probably to a much larger company. And the third, thanks to the 2014 act, was the option to sell to the employees through the mechanism of an EOT. After living and breathing Agulhas for many years, the idea of winding down just didn't seem right, so we looked at the second two options more carefully. Once the three founders talked to others about selling out to a larger company (and we’d had some interest), or getting a venture capital injection, we realized it wasn’t an attractive option for us. We would end up doing the bidding of the buyer through the workout period, being vulnerable, really, to the new owners’ whims. A buyer would likely fire most of the staff, retaining only the seniors, and the company would be gone. From companies that had got venture capital funds we’d seen we’d be forced to grow rapidly to meet an investor’s requirements and become driven by the bottom line. In both these cases, what we'd created that was unique about Agulhas would be lost. We didn't want that to happen. So it became clear fairly quickly that the choice to sell to an EOT seemed best. It meant that the company could work effectively on the kind of things that we've always thought important. The culture of the company would be maintained. We could evolve from where we were rather than be forced to change. And actually it was better than that. It wasn’t the best worst option, quite the reverse. Soon after we made the choice to go for an EOT, and began working through what it meant, we realised that doing so was indeed consistent with our values. It was an expression of who we already were and the founders’ beliefs. And, as its worked out, I think we’ve found that for Agulhas, becoming an EOT was not as great a step as it might have been culturally, or practically. What stage is the Company at now, and what is your ongoing involvement, if any? We’re four years into our EOT life, and about halfway through the payoff of the deferred consideration. It’s gone slower that we’d hoped as our main client is the UK Government and there’s been a lot of disruption to our expected cashflow since December 2020 when we became an EOT. I've handed over being the CEO to Lauren Pett who had been our Chief Operating Officer. We did it in a very Agulhas way, evolving and having a phased process of her taking over. Since we became an EOT, the role of the staff has been strengthened through what we call the Co-Owners Forum (COF). This is still evolving, with informal and more formal working groups aligned to both areas of strategic priority for the company, and themes important to the staff. And the EOT has driven us to put in place more structured governance. We’re in the process of further developing the leadership roles in the company - what the oversight of the company board and the Trust Board means in practice - to ensure that there is a robust architecture to go forward towards and beyond Freedom Day. That’s meant a structured change to the roles that the three founders have, with us more clearly taking an oversight role through the board of Directors and the Trust Board, rather than day to day running of the company. Together with one of the other co-founders, Catherine Cameron, I’ve gone down to a four-day week. That’s for the good of us and the company, and is a deliberate internal and external signal. Beyond the CEO functions, one of the things that has enabled me to step back is the fact that we've employed people who can take on key tasks I used to do, for instance, finance and IT. I think its not unusual that if a company has grown around you, a founder ends up being a Jack or Jill of all trades. And a key thing for me is I’ve stepped out of managing our biggest client, which I’d done for over a decade. Such stepping back is the right thing to do, although doing so can be hard, it is important. When somebody asks me to do something, I’m finding myself saying, well, actually, that's not my problem anymore, go and ask so and so, it’s their job. It takes a while to get people used to that (and people still find it difficult sometimes) but, as a founder, you’ve been the last person that everybody looks to for so long it’s a hard habit for everyone to break. What have been the challenges since the transition, from your perspective as a Founder? I think when you have spent many, many years being where the buck stops, it's hard then not to think of you yourself in that role anymore. Just because it's habit, you think you are responsible for solving things because, actually, you have been responsible for solving things! You've woken up at three o'clock in the morning because it has been your responsibility to worry about whatever the company is facing, be it a cash flow issue or a delivery issue or a sticky relationship with a key client. So the first thing you've got to do is actually change where your head is at. And that's been a challenge for me. So I’ve needed to change my headspace, and also my actions. It also takes time for people to believe you when you say you aren’t going to be around forever and that you do want to step back. I think it's also a difficulty, or certainly one that I've had, which is to know when to say something and when not to say something, when to intervene and when not to intervene. You've got to let the new leadership take the decisions. And sometimes those decisions are not going to be the same as that you would have made, and sometimes there are going to be mistakes that you might see coming and you might warn people about, but actually they've got to go through and learn from the experience in the same way that I've learned over many years. And the best teacher is, in the end, experience. So it's important to calibrate when to keep your mouth shut, and crucially to be available to the new leadership if they want to ask you a question, ask what you think, to be helpful and supportive, so that they know that you have got their back if necessary. It’s delicate and I haven’t always got it right. The key issue for me is knowing that the company is safe; and that’s essentially about knowing that the beliefs, people and systems are sound, and that as far as possible there’s a secure commercial outlook. What have been the positive highlights that you can share with others? At each of the last three company away days, I've said a version of the same thing which is that 20 plus years ago, when we founded the company, if you had told me that Agulhas Applied Knowledge would have the number of staff we have, our diversity, the level of energy and interest they show in the work, and that we would have a portfolio that is as wide and interesting (and if I may say as influential) as we have, I probably wouldn't have believed you. We founded Agulhas because (apart from probably being unemployable by anyone else!) we wanted to do interesting and impactful work. We never set out as the founders to create a company that Agulhas has become. A lot of the recent change is down to the energy of our CEO, Lauren, along with the rest of our team, and the energy and creativity that being an EOT engenders. They and us have built on the foundations we created. And Agulhas has become something bigger than me or the founders; it's beyond us, and that is fantastic. The employee ownership trust creates a whole new dynamism and crystallizes the company as no longer about who we are, but about the collective energy and commitment of the entire workforce of Agulhas, our beliefs, values and its culture. And that is amazing. Truly amazing! As a Founder, and Seller, what advice would you give to leadership teams of an EO business? Firstly, don't rush. Set a clear direction, but realise the wheel can take time to turn. All the change, all the all the evolution of your company to be a fully fledged EOT is not going to happen overnight, and different parts of it will grow at different paces. There will be hiccups along the way. Which leads to the second point, its important therefore to start the process early and allow things to work through! My guess is that many founders start too late, often perhaps too close to the time when they should be moving on. Thirdly, don't be greedy. If you're greedy, if you want your payout early, if you want a lot of money, that's probably not a good thing. We had to slow down our deferred consideration repayment because our expected cashflow was heavily impacted, first by COVID and then by political machinations in the UK. We had to manage our payoff at a slower phase than we expected. I think those who look for too much money or want it too quickly run into trouble. Fourthly I think it's very important to be clear about the beliefs and values of the company; for us that was easy because our job has always been very clearly value driven. It's very important to get a sense of who you are as a company, your values, your culture, so that that can be shared amongst everybody. And if somebody comes into your company, its clear they're buying into that – and being an EOT is now who we are. Very soon after becoming an EOT we also applied for and became B-Corp certified (with a very high score I might say!). That was very good for us as the combination of both EOT and B Corp was a clear public declaration of what we stand for and communicated the identity of Agulhas internally and externally. Fifthly, get the governance right. That took us a bit, but we are well on the way. A long time ago as a young management consultant in one of the Big Four, I realised that most organisational problems boil down to two issues; role clarity and effective communication. Get those both right through the transition from a company that relies on the founders to one that is mature and no longer dependent on you, and you’ll not go far wrong. Agulhas Applied Knowledge was founded in January 2003 and became employee owned in December 2020. A research, evaluation, and consultancy specializing in international development and social policy, Agulhas is based in the UK working across the world with a variety of clients including governments, UN Agencies, NGOs, and international organizations. www.agulhas.co.uk Agulhas Applied Knowledge Trustee Limited has had an IDT independent trustee appointed to their trust board since July 2022.
by Shaun Goodwin 22 January 2025
A trustees perspective on why the business should come first to enable employee benefit
by IDT 16 January 2025
An effective EO governance structure that is communicated and understood can create better opportunities for everybody to contribute to the success of their company
by Sam Moles 22 November 2024
Through personal knowledge and experience, the author, Sam Moles, reflects and expands on one of the core expectations of EO - transparent communication and employee engagement.
11 October 2024
Our Trustee appointment process is designed to meet client deadlines whilst providing a trustee that meets each clients specific needs
5 August 2024
We are a trustee team numbering over 18 professionals (and growing) with a breadth of diverse experience and knowledge.
by Independent Directors and Trustees 27 March 2024
Balancing leadership incentives with all employee profit sharing is tricky but achievable, and can bring benefits for all. Following a recent webinar, IDT provides some thought provoking insights.
Show More
Share by: