MBO as an Alternative to a Typical Search Fund Acquisition?

March 14, 2025
by a searcher from Fundação Getulio Vargas, São Paulo - Escola de Administração de Empresas de São Paulo in São Paulo, SP, Brasil
We all know the classic search fund model: acquire a company, transition leadership, and scale. But what if, instead of acquiring a controlling stake upfront, you enter as a CEO, gradually earning equity through performance-based vesting and personal/3rd party investment—aligning incentives while ensuring continuity for a retiring founder? In other words, a structured Management Buyout model designed for founder-led businesses that haven’t been fully professionalized / ready to be sold, providing a clear path to majority ownership over time. Some key elements: CEO starts with a minority stake via phantom shares or RSUs, with vesting tied to performance Founder gradually steps back (with optional earn-out or retained stake???). Predefined call option for the CEO to acquire majority control after a few years at a transparent valuation. While this isn’t a traditional search fund play, it could address common challenges: founder resistance to an immediate sale; difficulty in financing a large acquisition upfront; better alignment of incentives over time; CEO receives a good salary while understanding and operating the business—potentially more effective than a typical pre-acquisition DD. Has anyone structured or analyzed a similar model? What are the biggest risks you’d foresee? Curious to hear thoughts on potential pitfalls, financing challenges, and governance considerations from this community.
from Dartmouth College in Los Angeles, CA, USA
in São Paulo, SP, Brasil