Mergers and Restructures

Mergers and restructures bring opportunity, but they also require careful planning. Educational institutions must understand the legal, commercial and operational implications before making decisions that shape their future.

Types of merger structures

Institutions typically choose from several commonly used models:

• Asset and liability transfer: One institution transfers its assets and liabilities to the other, which then operates the merged organisation
• Share or company sale: Institution A’s owning company is sold to Institution B or its owners, forming or expanding a group structure
• New charitable company: Both institutions transfer their undertakings to a new charitable entity, enabling an equal‑partner approach
• Trustee or sole corporate member model: One institution becomes the trustee or corporate member of the other, aligning governance without a full takeover.

Key legal implications of mergers and restructures

When planning a merger or restructure, schools should be aware of the following key legal requirements:

• Detailed due diligence to assess financial health, liabilities, governance and operational risks
• Selecting an appropriate merger structure, as each model carries different legal, commercial and tax consequences
• Governance reviews and updates to constitutional documents where required
• Clear stakeholder communication and consultation, including with governors, staff, parents and the wider community
• Reviewing and transferring contracts, including supplier agreements, property arrangements and financial obligations
• Regulatory compliance, including obtaining Department for Education consents where necessary
• Employment law obligations, potentially including TUPE and staff consultation requirements
• Immigration and sponsor licence duties, including mandatory Home Office reporting and visa sponsorship transfers.

How can we support you?

We work closely with governors, proprietors and leadership teams to guide you through the legal and practical demands of restructuring. We provide:

• Strategic assessments of your school’s strengths, weaknesses and long‑term options
• Structured support with stakeholder consultation and communications
• Drafting and negotiation of legal agreements tailored to your chosen merger structure
• Assistance with DfE consents and regulatory compliance
• Specialist immigration advice on sponsor licence changes and visa transfers
• Ongoing guidance to ensure your school is positioned for a smooth transition and sustainable future.