Regaining control of your equity before succession

On 19 October 2026, the communications group Mazarine announced that its founder now held ‘86% of the group’s share capital.’ According to the press release issued by White & Case, the law firm advising the group, Paul-Emmanuel Reiffers exercised a buy-back option in September over the holdings of LBO France, Mirabaud Private Equity and FG Bros, which are leaving the capital. He had held 54% since 2022. Impala, Jacques Veyrat’s investment company, is taking a 9% stake, the group’s managers and employees retain 5%, and the transaction is accompanied by a bank refinancing. CB News states that the group has around 500 employees and turnover of nearly €300 million, and that the founder’s two eldest sons are joining the group, one in Paris and the other in New York. The limitation of these sources is that neither the price, nor the valuation, nor the terms of the option are public. What can be read here is a structure, not a contract.

What exactly happened?

A reorganisation of the capital in two stages. The first, in 2022: the founder regains a majority with 54%. LBO France’s press release of January 2023 describes new investors coming in with 38%, in place of those who had supported the group’s international expansion. At the time, Mazarine’s turnover was €182 million.

The second, in September 2026: the buy-back option is exercised, the funds leave, a private investor takes 9% and management retains 5%. According to White & Case, the stated aim is to strengthen the group’s independence and to retain 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 remarkable, on the face of it. That is precisely why it merits attention.

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

Because a fund’s exit is seldom negotiated at the time of exit. It is negotiated on the day the fund comes in. A buy-back option is a decision taken years in advance on a question no one wishes to raise during a fundraising: who takes on the shares, on what terms, and when.

Without a clause of this kind, the exit of a financial investor is often settled under the pressure of its own timetable. The fund has to return money to its own investors. The company does not necessarily have the same 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 in the capital. I am now looking to acquire a business myself. On both sides of the table, the same question arises: is the exit written down, or will it be improvised? A well-drafted clause does not settle everything. It does at least prevent the question of control from arising at the worst possible moment.

Which horizon for which shareholder?

An investment fund thinks in cycles of a few years. A founder who speaks of thirty years thinks differently. Neither is wrong: these are two professions, two sets of constraints, two timetables. The difficulty arises only when one has to decide at the other’s pace.

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

This is the point often overlooked when such transactions are admired. Regaining control has a cost, and that cost then weighs on the company’s room for manoeuvre. The decision is sound if the capacity to repay is sound.

What changes with the arrival of the next generation?

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 speak for them.

What can be read, on the other hand, is the sequence. Capital first, then people. A founder who intends to hand on the business one day must first be in a position to decide who the shareholders are. As long as investors expect to exit by a set date, any family succession is negotiated with them, and to their timetable.

In many owner-managed and mid-sized businesses, the sequence is reversed. The successor is discussed before the capital. Then, at the point of handover, it emerges that a shareholders’ agreement, a loan or a minority shareholder in fact sets the rules.

What can the head of an owner-managed or mid-sized business do now?

Reread the 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 constraint.

In any new fundraising, negotiate the exit at the same time as the entry. Buy-back option, pre-emption right, liquidity timetable: the moment you need the money is not the best time to discuss it, but it is the only moment when you still have negotiating power.

Work out the cost of regaining control before you need to. What would buying out the minority shareholders cost, with what debt, and what share of profit would its repayment absorb?

Finally, keep management in the capital. The 5% retained by Mazarine’s managers and employees is not a detail. It tells those who run the business day to day that the reorganisation is being carried out for them too.

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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