Founders and owner-managed businesses.
One transaction, one outcome, and a multiple that carries everything the owner has built.
A private equity house sells four or five businesses a year and treats diligence as a repeated game. An owner sells once. The buyer across the table has bought twenty companies, has advisers who have read a thousand data rooms, and knows exactly which questions produce answers that reduce the price. The information asymmetry in that room is total, and it runs one way.
Most of what closes that gap has to be done long before anyone is in the room: a co-founder who has become a barrier, a management team that stops functioning if one person leaves, contracts written for a business three sizes ago. Each is fixable at eighteen months and merely disclosable at three.
Talk to us about a situation →What this means
The work covers the people decisions that do not fit a standard HR toolkit and that a buyer will nonetheless price: co-director exits where equity and twenty years of relationship history sit inside the same conversation, a leadership team that has never been assessed against the plan the business is being sold on, succession that exists as an intention rather than as a structure, and the employment position of a business that has grown without ever building the function that would have maintained it. The work is advisory in the strict sense: a principal with the standing to engage at owner level and no commercial interest in a particular outcome.
How the work shows up
Area 1
Sensitive exits and departures
When a co-director, a founding team member, or a long-standing senior employee needs to leave the business, the relationship history, the equity position, and the employment position are all part of the conversation. These situations require someone who can hold the commercial, legal, and relational dimensions simultaneously, and who has the standing to hold them with both parties. Getting the framing wrong at the start can determine whether the situation resolves cleanly or becomes a dispute.
People VDD & exit readiness →Area 2
The organisation question
Businesses that have grown rapidly often reach a point where the people who built the company are not the right people to run the company at the next scale. Diagnosing what needs to change — which roles need to change, which structures are no longer fit for purpose, which capabilities are absent — and sequencing the necessary decisions without destroying what made the business successful is a specific kind of advisory work.
People VDD & exit readiness →Area 3
Leadership team and senior hiring
Getting the leadership population right for the stage the business is at — whether that is a first Finance Director, a COO hire, or restructuring a management team after a change of ownership — requires clarity on what the business needs as well as what it currently has. We help founders think through the leadership question before the hire is made, and advise on the operating model implications of the decision, which is also the assessment a buyer will run on the same team a few years later.
How a buyer assesses a team →Area 4
The employment situations no one warned you about
TUPE obligations on an acquisition. A tribunal claim from a former employee, listed for a date that will fall inside a transaction timetable. A settlement negotiation that has escalated past what a solicitor alone can manage. These situations are most acute in businesses that grew without building the function that would have caught them, and they are also the items that appear first and cost most in a buyer's disclosure schedule.
TUPE and integration →Facing a people situation that is too sensitive to handle internally?
Talk to us in confidence →From the casebook
Representative work with founders and owner-managed businesses. Identifying details changed.
Exit of a founding director
A co-founding director whose contribution to the business had declined significantly over 18 months, but whose exit involved a shareholders' agreement, a minority equity stake, and a long-standing relationship with the business's principal client. The employment position was straightforward. The relationship and equity dimensions were not. Esbee advised on the framing and structure of the conversation, managed the process alongside legal advisers, and secured an agreed settlement that preserved the client relationship and the director's dignity while giving the remaining founders the clarity the business needed.
Senior leadership restructuring ahead of a first institutional funding round: operating model review and management team assessment. Content to be provided by Sam.
TUPE and HR compliance support ahead of a first acquisition: people due diligence and integration planning for a founder-owned business. Content to be provided by Sam.
How we engage
The work with founder-led and owner-managed businesses tends to be project-based and situational: a specific problem, a clear deliverable, and a principal involved throughout. There is no junior team working in the background. You engage directly with Sam, which matters when the situation is sensitive and the number of people who can know about it is very small.
Many of the businesses we work with in this segment do not have an internal HR function. We can act as that function for a defined period or on a specific project, or we can work alongside an existing HR manager or Office Manager to bring the seniority the situation requires. The model depends on what the business needs, not on what fits a standard service packaging.
The situations we handle for founders and owner-managed businesses are almost always confidential — often to the management team, always to external parties. We treat that as a standard operating condition, not an exception to our usual approach.
The practice is led by Sam Bramhall.
Sam Bramhall is the Principal Consultant at Esbee, with two decades of board-level strategic HR and organisational advisory across telecoms, fintech, professional services, technology, and PE-backed businesses. Engagements are principal-led: you work directly with Sam throughout, not with a junior team managing upward.
About Sam and the firm →Frequently asked questions
- What makes HR advisory in a founder-led business different from corporate HR?
- The structure of the problem is different. In a corporate organisation, there is a separation between the business, the employees, and the people making HR decisions. In a founder-led or owner-managed business, those distinctions often collapse. The person making the employment decision may also be the shareholder, the client relationship holder, and the person who hired the individual 10 years ago. That changes the nature of the advice required. It needs to account for the equity position, the relationship history, and the business continuity question — not just the employment law analysis.
- Can you help with a co-founder or co-director exit?
- Yes. Co-founder and co-director exits are among the most complex employment situations precisely because the employment relationship sits alongside a shareholder agreement, a client relationship, and often a personal history that makes the conversation very difficult to have without external support. Esbee works on these situations from the initial framing of the conversation through to agreed settlement, and we work alongside legal advisers where the equity or shareholders' agreement requires it.
- Do you work with businesses that have no internal HR function?
- Yes, and the majority of the founder and owner-managed businesses we work with do not have a professional HR function. We can act as that function for a defined period or on a specific project, or we can work alongside an existing HR manager or Office Manager who handles the day-to-day and bring the seniority the situation requires. The model depends on what the business needs and how the engagement is most useful.
- At what point in a business transition or ownership change should we engage you?
- As early as the conversation is possible. Business transitions — whether that is a generational change in a family business, a first institutional investment, or a partial exit — almost always surface people questions that were already present but unaddressed. The earlier we are in the conversation, the more choices remain open. Once a transaction is announced or a decision is public, the sequencing options narrow considerably.
- Can you advise on the people side of an acquisition we are planning?
- Yes. For smaller acquisitions, the people due diligence is often not given the same attention as the financial and legal diligence, and it is where the surprises tend to come from. We can run a people-focused review of the target business, advise on TUPE obligations, assess the management team, and help plan the integration. The same work applies if you are the target: understanding your own HR position before a buyer's advisers review it removes uncertainty and cost from the process.
- How does engagement pricing work for a smaller business?
- Project-based for defined-scope work: a specific exit situation, a people diligence exercise, an operating model review. Day-rate or short retainer for situations that are ongoing or where the scope is genuinely not predictable in advance. We agree the commercial structure upfront and do not move it once work is underway. We do not have a minimum engagement size, and we do not apply corporate advisory fee structures to businesses where that would not make sense.
Where this work sits in the practice
Before market
People VDD & Exit Readiness
The sell-side assessment and the remediation that follows: management depth, comp, senior exits, structure, and the liabilities a buyer will quantify.
Before market
HR Audit
The entry point: seven areas of the employment position reviewed and reported as diligence exposure rather than as a compliance score.
At execution
M&A Advisory
TUPE and integration for owner-managed businesses making an acquisition, on share deals, asset deals and service provision changes.
Who we work with
Scaling Tech & Fintech
The operating model and people questions that arise between Series B and scale, when structure, capability, and culture are the constraint on growth.
Who we work with
Private Equity
PE firms and portfolio companies across the deal cycle, the hold period, and exit preparation.
Last reviewed: May 2026
Talk to us about a situation
Whether it is a sensitive exit, a leadership question, or a complex HR situation you are not sure how to approach, we are happy to have an initial conversation.
Get in touch