Corporate Restructuring and Reorganisation for SMEs

Clear, strategic legal support for restructuring your business for growth, investment, or exit.

Corporate restructurings and reorganisations are a common and often essential step for SMEs preparing for private equity investment, a business sale, group expansion, or long-term succession planning. While restructuring can unlock value and simplify operations, it also carries legal, tax, and commercial risk if not carefully planned and implemented.

Jonathan Lea Network advises SMEs, founders, and management teams on corporate restructurings and reorganisations across private equity, M&A, and growth capital transactions. We focus on delivering clear, pragmatic advice that supports commercial objectives, improves deal readiness, protects valuation, and reduces execution risk.

As a growing UK corporate and M&A law firm with a strong transactional practice, we bring a proportionate and commercially focused approach to restructuring that reflects the realities of SME and lower mid-market businesses.

Who We Act For on Corporate Restructuring Matters

Advising businesses, founders, and management teams.

We primarily act for SMEs and their stakeholders rather than investors, including in private equity-backed and trade-buyer transactions. Our advice is shaped around owner-managed and founder-led businesses navigating structural change.

We regularly act for:

• SMEs preparing for investment or sale
  We help restructure businesses to simplify ownership, improve governance, increase deal readiness, and support efficient transaction execution.
  
• Founder-led and owner-managed groups
  We advise on reorganisations that balance commercial objectives with founder control, asset protection, and future exit planning.
  
• Management teams in private equity-backed businesses
  We support management where restructurings interact with incentives, governance, and ongoing operational responsibilities.

What Is a Corporate Restructuring or Reorganisation?

Understanding purpose and scope.

A corporate restructuring or reorganisation involves changing the legal or ownership structure of a business or group to achieve specific commercial, financial, or strategic objectives.

• Pre-transaction restructuring
  Often undertaken to prepare a business for sale, investment, or funding by simplifying group structures or separating business units.
  
• Post-transaction restructuring
  Implemented following investment or acquisition to align the business with investor requirements or operational strategy.
  
• Ongoing group rationalisation
  Used to streamline group structures as businesses grow, acquire, or divest operations.

Common Reasons for Corporate Restructuring

Why SMEs restructure.

Restructuring is typically driven by clear commercial objectives. We help clients assess when restructuring is appropriate and how it should be implemented.

• Preparing for private equity or external investment
  Investors generally require clean, logical structures that support governance, scalability, and exit.
  
• Preparing for a business sale or partial exit
  Restructuring can separate trading assets from non-core assets and simplify ownership ahead of sale.
  
• Group simplification and cost efficiency
  Reducing unnecessary entities can lower administrative burden, cost, and risk.
  
• Succession and long-term planning
  Restructuring can support succession planning, family involvement, or management transition.
  
• Facilitating growth and acquisitions
  Well-structured groups are better positioned for bolt-on acquisitions and expansion.

Pre-Investment and Pre-Sale Restructuring

Getting the structure right before a transaction.

Early restructuring can materially improve deal outcomes and reduce execution risk.

• Creation of holding company or TopCo structures
  We advise on implementing new holding companies to facilitate investment or acquisition.
  
• Share capital reorganisations
  We restructure share capital to align economic and control rights, including creating different share classes for investors, founders, and management.
  
• Separation of assets and liabilities
  We assist with hiving off non-core assets or isolating risk areas to protect value.
  
• Alignment with tax and accounting advice
  We work closely with tax and accounting advisers, including considering stamp duty and other transactional taxes.

Post-Investment and Post-Acquisition Reorganisations

Implementing change after completion.

Restructuring often continues post-completion as part of integration or growth strategy.

• Integration of acquired businesses
  We assist with merging entities, aligning governance, and simplifying group structures.
  
• Implementation of investor governance frameworks
  We help embed board structures, reserved matters, and reporting arrangements required by private equity investors.
  
• Preparing for follow-on investment or exit
  Post-investment restructurings often anticipate future funding rounds or exits.

Legal and Commercial Risks in Restructuring

Managing complexity and avoiding pitfalls.

Corporate restructurings can create risk if not carefully planned and sequenced.

• Creditor and third-party consents
  We advise on required consents from lenders, landlords, and key counterparties.
  
• Contractual and regulatory implications
  We assess the impact of restructuring on commercial contracts, licences, and regulatory approvals.
  
• Employee and management considerations
  We advise on TUPE, employment implications, and management arrangements where relevant.
  
• Timing and sequencing
  We plan restructurings to avoid multiple tax charges, inadvertent regulatory breaches, or disruption to transactions.

Interaction with Private Equity and Investment Structures

Aligning restructuring with investor expectations.

In private equity transactions, restructurings are often a core element of deal structure.

• Supporting investor return models
  We ensure structures align with investor economics, including preferred equity and exit mechanics.
  
• Facilitating management equity and MIPs
  We align restructuring with management incentive plans and rollover arrangements.
  
• Future-proofing for exit
  We structure groups with trade sales, secondary buy-outs, or IPOs in mind.

Managing Disruption to the Business

Keeping the business running while restructuring.

Restructuring should support the business, not distract from its operations.

• Clear project management
  We plan and manage restructuring steps to minimise operational disruption.
  
• Stakeholder communication
  We advise on communications with employees, lenders, customers, and suppliers where required.
  
• Maintaining commercial momentum
  We ensure restructuring supports, rather than delays, strategic objectives.

Why Jonathan Lea Network for Corporate Restructuring?

Practical restructuring advice for growing businesses.

Jonathan Lea Network is trusted by SMEs and founders to deliver restructurings that are commercially sensible and legally robust.

• Partner-led advice
  Clients work directly with experienced corporate lawyers.
  
• Focused on SME and lower mid-market businesses
  We understand the scale and practical realities of restructuring in growing companies.
  
• Clear and pragmatic approach
  We explain complex restructuring steps in plain English.
  
• Integrated transactional support
  We align restructuring advice with M&A, investment, employment, and tax advisers.
  
• Value for money
  We deliver efficient, cost-effective solutions tailored to the transaction.
  
• Breadth of experience
  We regularly advise on restructurings involving both trade buyers and private equity investors.

Speak to Our Corporate Restructuring Lawyers

Structuring your business for growth, investment, and exit.

If you are considering a restructuring to prepare for investment, sale, or future growth, particularly if you are starting discussions with potential investors or buyers, Jonathan Lea Network can help. Early involvement allows us to plan and implement restructuring efficiently and with minimal disruption. Contact us today to arrange an initial exploratory discussion.

Call us on 01444 708640 or email wewillhelp@jonathanlea.net to arrange an initial consultation and discuss how we can support your next stage of growth.

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