Structuring Rights Within a Buying Group
When a corporate client joined a large UK buying group structured as a Limited Liability Partnership (LLP), Adam Benedict was engaged to advise on and prepare the suite of corporate documentation required to facilitate the merger and safeguard our client’s position within the new structure.
Our scope of work included reviewing the LLP’s existing framework, advising on the membership and LLP agreements, and drafting bespoke documents to reflect the client’s specific role and rights. Unlike other members of the buying group, our client was to hold a distinct position within the structure, one that warranted tailored protections and a flexible governance arrangement.
This project quickly revealed that the usual template agreements would not suffice. The client was joining a well-established LLP but needed a separate set of rights that recognised our client’s unique commercial contribution and influence within the group. Implementing that without disrupting the wider LLP membership required a carefully engineered solution.
The team’s challenge was to balance the LLP’s existing governance mechanisms with the client’s enhanced rights, ensuring confidentiality and operational efficiency. The solution came in the form of a bespoke rights agreement tailored to the specifics of the commercial detail agreed between our client and the executive board; a standalone document designed to sit alongside, but remain independent from, the LLP agreement.
This new agreement granted the executive board a discreet and flexible mechanism to negotiate and vary rights internally, without seeking full approval from the entire LLP membership. It ensured that sensitive discussions and negotiations could take place at board level, protecting commercial confidentiality while maintaining compliance with the LLP’s overarching structure.
As Marco Difato, who led the matter, noted during development, this was not a document that could be lifted from precedent or adapted from a model form. It was a piece of creative and solution-focused drafting designed to “give effect to what the parties had agreed in practice” while remaining legally robust and enforceable.
By focusing on the commercial realities rather than formalistic constraints, the corporate team produced an agreement that provided clarity, flexibility, and protection for both sides - a model example of pragmatic legal drafting in the corporate context.
This matter also highlights a key strength of the Adam Benedict corporate team: our ability to devise innovative solutions for complex or unconventional structures. Most business relationships don’t fit neatly into standard forms. Where the law offers flexibility, we use it to produce documentation that reflects our client’s commercial reality rather than constraining it.
In a corporate environment increasingly driven by collaboration, joint ventures, and buying group arrangements, such creative structuring can make all the difference. Whether advising on the formation of LLPs, drafting bespoke member rights, or designing hybrid governance models, Adam Benedict delivers clarity, creativity, and commercial precision to help clients operate confidently within even the most complex frameworks.
If you are looking for bespoke company documentation to formalise arrangements between multiple parties, get in touch today.
