Navigating Reorganisations? Key Insights for In-house Legal
Back in our Winter 2025 Insights, I talked about what we thought the year might hold for M&A and corporate reorganisations. A few months in, it’s clear that 2025 isn’t just about doing deals, it’s about what happens after.
Reorganisations can unlock real value and set up businesses for long-term success, but only if you know what to look out for. We’ve pulled together some of the common themes we’re seeing and key things to consider to help you tackle what’s ahead with fewer surprises.
1. Cash Repatriation
Cash repatriation - moving funds upward through your corporate structure - might sound straightforward, but careful planning is essential for any restructuring. Get it wrong, and your entire timeline could collapse.
Why does this matter? Your shareholders expect returns on their investments, debt obligations need servicing, strategic acquisitions require accessible funds, and your business needs operational flexibility. Pre-deal structuring often demands clean cash positions across your group.
Key Considerations
Beyond traditional dividends: Use share capital reductions, buybacks, or intra-group loans to move funds flexibly.
Trapped cash: Consider mergers or entity conversions to release restricted capital.
Sustainable flows: IP royalties and service agreements can keep liquidity moving over time.
Regulatory mismatches: Some countries restrict dividend distributions, regardless of your accounting profits.
Hidden distributions: Interest-free loans, write-offs, and even asset movements may trigger tax or legal issues.
Top Tip: Start early. Build a cross-functional team with legal, tax, treasury and finance from day one. They’ll help you spot traps before they hit the critical path.
2. Contract Transfers
Even when you’re reorganising within your own group, contracts need to move. But transferring legal rights and obligations isn’t always straightforward - especially when third-party rights or regulatory approvals are involved.
It’s tempting to assume this is just an admin task. In reality, it can derail your timeline if not handled with care.
Key Considerations
Critical contracts: Some agreements will need novation or explicit consent from counterparties.
Change-of-control clauses: These can be triggered even in intra-group transfers - and may give the other side leverage to renegotiate.
Jurisdictional rules: Legal mechanisms differ. Novation, assignment, and automatic transfer each have their own limitations.
Volume strategy: For thousands of low-value contracts, consider implied acceptance or tiered communication plans.
Commercial continuity: Operational teams need visibility to avoid service disruption or revenue loss.
Top Tip: Create a contract review matrix with clear materiality thresholds. Not every supplier agreement needs the same level of scrutiny as a critical customer contract.
3. Share-for-Share Exchanges
Even what seems like a straightforward internal share transfer can quickly become complicated when you factor in legal, tax, and accounting requirements. Share-for-share exchanges introduce valuation challenges, accounting complexities, and regulatory hurdles that must be carefully navigated: what seems like a simple shift from A to B can ripple through C, D and E if not carefully planned.
Key Considerations
Valuation: Book vs market value choices can affect distributable reserves and future disposals.
Share premium: Exchanges can create or erode capital flexibility.
Intercompany loans: Pre-existing debt may need to be capitalised or restructured.
Unrealised profits: Transfers above book value can trap earnings in unexpected places.
Documentation: Keep a clear, well-reasoned record of your valuation decisions.
Top Tip: Map out the entire asset and share journey before making a move. Seemingly minor decisions can have major downstream effects.
4. Employment Transfers
Behind every legal step in a reorganisation is a group of people wondering what this means for them. Employment transfers bring not just regulatory obligations, but also emotional and operational consequences if poorly handled.
Whether you’re dealing with TUPE, works councils, or sector-specific approvals, don’t underestimate the impact of employment issues on your timeline and business continuity.
Key Considerations
TUPE and automatic transfer principles: Employees often transfer automatically.
Consultation: Works councils and employee reps require formal notice and sometimes prolonged negotiation.
Regulatory impacts: Staff-linked licences and accreditations may need reissue or transfer.
Grandfathered rights: Watch for legacy terms and benefits that may not carry across.
Communications: Internal messaging can make or break trust. Don't leave it to HR alone.
Top Tip: Build your timeline backwards from key regulatory deadlines. It's easier to compress commercial workstreams than regulatory ones.
Navigating Reorganisations and need help?
Why Complete Projects:
At Complete Projects, we specialise in delivering complex legal and cross-border projects. Whether it’s pre- or post-M&A work, legal structuring, or major transformations, our multidisciplinary team has the expertise to guide you through every challenge. Our approach combines hands-on delivery with practical solutions, helping you achieve your goals efficiently and effectively. From aligning stakeholders to tackling regulatory complexities, we’ll be with you every step of the way.
If you're planning or implementing an M&A project or a corporate reorganisation, we'd love to have a chat! Get in touch or explore our services and see how we can make your next project a success.
ABOUT THE AUTHOR
Keith is the legal Structuring and Governance lead at Complete Projects. He is a UK qualified corporate and restructuring lawyer and a governance specialist with over 20 years of international experience. He has successfully delivered projects across various sectors, with a particular focus on international energy. Prior to joining Complete Projects, Keith was a leader in PwC's international legal restructuring and governance team and led the Energy legal team in the UK.