Employment and Founder / Management Advisory Legal Services

Clear, practical employment and personal advisory support for founders and senior management.

Employment and personal advisory issues often sit at the centre of private equity investments, business sales, and growth capital transactions. Founders and senior managers are frequently required to renegotiate service arrangements, accept new governance structures, and take on additional personal obligations at the same time as navigating a complex corporate transaction.

Jonathan Lea Network advises founders, senior management teams, and SMEs on employment and personal advisory matters arising in private equity, M&A, and investment transactions. We focus on protecting personal outcomes on exit, reducing post-completion dispute risk, and ensuring employment arrangements align with the wider deal structure, investor expectations, and long-term business objectives.

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

Who We Act For on Employment and Management Advisory Matters

Advising founders, senior management, and investee companies.

We typically act for individuals and businesses rather than investors, often opposite private equity sponsors and trade buyers. This ensures founders and management receive clear, independent advice on how transactions affect them personally.

We regularly act for:

• Founders negotiating ongoing roles post-investment or sale
  We advise founders on changes to service agreements, governance responsibilities, and personal exposure, including how these affect leaver status and equity outcomes.
  
• Senior management teams in private equity-backed businesses
  We support management teams where employment arrangements interact with equity incentives, governance, and exit planning.
• SMEs implementing new employment structures
  We advise businesses on updating employment frameworks where investors require new governance, reporting, or accountability structures.

Employment Issues in Private Equity and M&A Transactions

Understanding why employment advice matters.

In transactional contexts, employment arrangements are often revisited to align management incentives, accountability, and performance with investor objectives.

• New or revised service agreements
  Service agreements often become more detailed and closely tied to KPIs, reporting obligations, and board expectations.
  
• Restrictive covenants and post-termination obligations
  Transactions frequently involve tighter restrictions on competition, solicitation, and confidentiality, the enforceability of which depends on reasonableness.
  
• Personal warranties and undertakings
  Founders and managers may be asked to give personal assurances that interact with corporate warranties and disclosure obligations.

Founder and Management Service Agreements

Protecting roles, remuneration, and exit outcomes.

Service agreements define the legal relationship between the individual and the business and can materially affect personal outcomes, particularly on exit.

• Roles and responsibilities
  We advise on clarity of role, authority, reporting lines, and board or committee positions to avoid ambiguity post-transaction.
  
• Remuneration and benefits
  We review salary, bonuses, benefits, and incentive alignment with equity participation.
  
• Termination provisions
  We advise on notice periods, termination triggers, compensation, and linkage with good and bad leaver status and earn-outs.

Good Leaver and Bad Leaver Provisions

Understanding what happens if an individual leaves.

Leaver provisions often link employment termination with equity outcomes and can have significant financial consequences.

• Defining leaver categories
  We advise on good leaver and bad leaver definitions, including grey areas such as performance-related departures or mutual separation.
  
• Equity consequences
  We explain how leaver status affects equity, incentives, and deferred consideration.
  
• Commercial fairness
  We negotiate outcomes that are proportionate and reflect real-world circumstances.

Restrictive Covenants and Post-Termination Obligations

Balancing protection and enforceability.

Restrictive covenants are designed to protect the business but must be reasonable to be enforceable.

• Non-compete and non-solicitation clauses
  We advise on scope, duration, and geographic reach, noting that over-broad restrictions risk being unenforceable.
  
• Confidentiality, non-poaching, and non-dealing
  We advise on obligations relating to confidential information, staff protection, and restrictions on dealing with customers or suppliers.
  
• Interaction with equity arrangements
  We ensure restrictions align with shareholder and incentive documentation.

Employment Issues and Management Incentive Plans

Ensuring employment and equity work together.

Employment arrangements and incentive structures are closely linked and must be aligned to avoid unintended outcomes.

• Alignment with MIPs and option schemes
  We ensure employment terms are consistent with management incentive plans and equity documentation.
  
• Termination and vesting
  We advise on how employment termination affects vesting, including accelerated or forfeited awards depending on leaver status.
  
• Avoiding unintended outcomes
  We identify conflicts between employment and equity documents that could undermine incentives.

TUPE and Workforce Issues in Transactions

Managing employee risk during business transfers.

In asset sales and certain reorganisations, TUPE can apply and create significant obligations.

• TUPE assessment and advice
  We advise on whether TUPE applies and the associated legal obligations.
• Employee information and consultation
  We guide businesses through required consultation processes.
  
• Post-transfer employment arrangements
  We advise on permitted changes and the risks associated with harmonisation.

Managing Personal Risk for Founders and Managers

Protecting individuals alongside the business.

Founders and senior managers often face personal exposure during transactions.

• Personal warranties and undertakings
  We advise on scope, risk, and the importance of thorough disclosure to limit liability.
  
• Governance and accountability
  We explain how governance changes affect individual responsibility.
  
• Clarity and understanding
  We prioritise clear explanations so individuals fully understand their obligations.

Why Jonathan Lea Network for Employment and Management Advisory?

Clear, trusted advice at critical moments.

Jonathan Lea Network is trusted by founders and management teams to deliver clear, commercially grounded employment advice in transactional contexts.

• Partner-led advice
  Clients deal directly with experienced lawyers.
  
• Focused on SME and lower mid-market transactions
  We understand the pressures faced by founders and management in growing businesses.
  
• Integrated transactional support
  We align employment advice with M&A, investment, and incentive structures.
  
• Plain-English explanations
  We explain complex employment issues clearly.
  
• Value for money
  We deliver proportionate advice tailored to the transaction.
  
• Experienced counterparties
  We regularly act opposite institutional investors and trade buyers.

Speak to Our Employment and Management Advisory Lawyers

Protecting roles, rewards, and outcomes for founders and management teams.

If you are navigating employment changes as part of a sale, investment, or restructuring, particularly if you are reviewing draft service agreements, leaver provisions, or restrictive covenants, Jonathan Lea Network can help. Early advice allows us to manage risk and align personal and business objectives. 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.

FAQs: Management Incentive Plans

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