Regaining control of your equity before succession

On October 19, 2026, the communications group Mazarine announced that its founder now held “86% of the group’s share capital.” According to the press release from White & Case, the law firm advising the group, Paul-Emmanuel Reiffers exercised a buyback option in September on the stakes held by LBO France, Mirabaud Private Equity and FG Bros, which are exiting the capital. He had held 54% since 2022. Impala, Jacques Veyrat’s investment company, is coming in with 9%, the group’s executives and employees retain 5%, and the transaction is backed by a bank refinancing. CB News reports that the group has around 500 employees and nearly €300 million in revenue, and that the founder’s two eldest sons are joining the group, one in Paris, the other in New York. The limit of these sources: neither the price, nor the valuation, nor the terms of the option are public. What we can read here is a structure, not a contract.

What exactly happened?

A two-stage restructuring of the capital. Stage one, in 2022: the founder becomes the majority shareholder again, with 54%. LBO France’s press release of January 2023 describes new investors coming in with 38%, replacing those who had backed the group’s international expansion. At the time, Mazarine had revenue of €182 million.

Stage two, in September 2026: the buyback option is exercised, the funds exit, a private investor comes in with 9%, and management keeps 5%. According to White & Case, the stated aim is to strengthen the group’s independence and keep control of its strategy and governance. CB News reports that the founder says he is thinking about the group’s future over the next thirty years.

Nothing spectacular, on the face of it. That is exactly why it deserves a closer look.

Why does a clause signed on the way in decide the way out?

Because a fund’s exit is rarely negotiated at the time of the exit. It is negotiated the day the fund comes in. A buyback option is a decision made years in advance on a question nobody wants to raise during a fundraise: who takes over the shares, on what terms, and when.

Without a clause of this kind, a financial investor’s exit often plays out under the pressure of its own timetable. The fund has to return money to its limited partners. The company does not necessarily share that horizon. A buyer is then sought for the block of shares, and the company’s governance is decided at the pace of a sale process it did not choose.

I ran a large training group with financial shareholders on the cap table. Today I am looking to acquire a company myself. On both sides of the table, the same question comes up: is the exit written down, or will it be improvised? A well-drafted clause does not settle everything. At least it keeps the question of control from landing at the worst possible moment.

Which time horizon for which shareholder?

An investment fund thinks in cycles of a few years. A founder who talks about thirty years thinks differently. Neither one is wrong: these are two businesses, two sets of constraints, two calendars. The problem only appears when one has to decide at the other’s pace.

The structure Mazarine announced aligns the horizons. The investors whose business requires an exit exit. A private investor comes in as a minority shareholder. Management stays on the cap table. The bank refinancing mentioned by White & Case carries part of the transaction: control has a price, and it is paid with debt that will have to be serviced.

That is the point people often forget when they admire this kind of deal. Regaining control has a cost, and that cost then weighs on the company’s room to maneuver. The decision is sound if the capacity to repay is sound.

What changes when the next generation arrives?

According to CB News, the founder’s two eldest sons are joining the group. The sources say nothing more, and there is no reason to say more on their behalf.

What we can read, however, is the sequence. Capital first, then people. A founder who wants to pass the business on one day must first be able to decide who the shareholders are. As long as investors expect an exit on a set date, any family succession is negotiated with them, and on their timetable.

In many small, midsize and mid-market companies, the sequence is reversed. People talk about a successor before they talk about capital. Then they discover, at the moment of handover, that a shareholders’ agreement, a loan or a minority shareholder actually sets the rules of the game.

What can the CEO of a small, midsize or mid-market company do now?

Reread your shareholders’ agreement with a single question in mind: if an investor wants to exit in three years, who decides what happens next? If the answer is not written down, it will be negotiated under pressure.

In any new fundraise, negotiate the exit at the same time as the entry. Buyback option, right of first refusal, liquidity timeline: the moment you need the money is not the best time to talk about it, but it is the only time you still have negotiating leverage.

Run the numbers on regaining control before you need to. What would it cost to buy out the minority shareholders, with what debt, and what share of earnings would repaying it absorb?

Finally, keep management on the cap table. The 5% retained by Mazarine’s executives and employees is not a detail. It tells the people who run the business day to day that the restructuring is also being done for them.

The succession of a family business is rarely decided on the day the founder hands over. It is decided in the clauses signed ten years earlier.

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