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Private Markets & Funds

Mergers and Acquisitions (M&A)

Last updated 17 July 2026

Mergers and acquisitions, or M&A, covers transactions in which companies or significant business assets are bought, sold, or combined. A family may encounter M&A when selling the business that created its wealth, acquiring a competitor, combining companies, or exiting a direct investment. Consideration can include cash, shares, debt, earn-outs, holdbacks, or a mixture.

The signed headline price is not the same as the family's net cash. Debt repayment, working-capital adjustments, transaction fees, taxes, escrow, and contingent consideration can materially change both amount and timing.

Why it matters for family offices

An M&A transaction can reshape ownership, liquidity, risk, and family roles within months. Preparation often spans corporate law, tax, valuation, competition rules, financing, estate structures, management incentives, and communications. The family office coordinates these workstreams while the company's board and executives retain their own responsibilities.

Confidentiality and conflicts require care. Family members may hold different share classes, employment roles, or liquidity preferences. An offer that is attractive to one branch may affect another differently. Qualified advisers in the relevant jurisdictions assess legal and tax consequences, and the family governance process identifies who has formal authority to decide.

How it shows up in practice

Suppose a family agrees to sell its logistics company for $100 million. At closing, the buyer pays $82 million in cash, repays debt directly, places part of the price in escrow, and retains another amount against warranties. A possible earn-out depends on future performance. The office builds a proceeds schedule that separates each component, owner, condition, and expected date.

After closing, it coordinates tax reserves, records receivables for contingent amounts, and begins investing only cash that is actually available. It also supports family members whose operational roles have ended. This disciplined transition keeps the family from treating a complex sale contract as a single bank deposit and connects the transaction to the next phase of governance and investment.

Holdback

A portion of a transaction's purchase price that the buyer retains, rather than placing with a third party, until conditions such as warranty periods or milestone deliveries are satisfied. Holdbacks serve the same protective purpose as escrows but leave the funds with the buyer. Sellers track them as receivables with defined release terms in their post-transaction reporting.

Earn-Out

A deal term under which part of a company's sale price is paid later, contingent on the business hitting agreed performance targets. Earn-outs bridge valuation gaps between buyer and seller but leave the selling family exposed to the business, and to disputes, after closing. They must be tracked as a conditional asset in the family's net worth until resolved.

Escrow

Funds or shares from a transaction held by a neutral third party until agreed conditions are met, commonly to cover warranty claims after a business sale. Escrows typically release in stages over one to two years. For the selling family, escrowed amounts are real but restricted wealth that should appear in consolidated reporting with their release dates.

Liquidity Event

A transaction, such as the sale of a family business, an IPO, or a large dividend, that converts illiquid ownership into investable cash. Liquidity events are often the moment a family office is founded, as families suddenly face the task of managing substantial financial capital. They trigger major decisions on structuring, allocation, and governance.

Direct Investment

An investment made straight into a company or asset rather than through a fund, giving the family full control over selection, terms, and exit. Family offices increasingly favour directs to reduce fees, apply their operating expertise, and align investments with family values. Directs demand strong internal capability in sourcing, due diligence, and monitoring.

Further reading

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