The Situation

Three partners in a specialist medical clinic faced an ownership deadlock. The majority shareholder wanted immediate exit at an inflated valuation. The second partner sought debt relief. The revenue-generating specialist (minority holder) needed control to secure the business's future. No binding shareholders' agreement existed. One partner controlled all banking access.

The Real Problem

The majority owner's 5x EBITDA valuation ignored commercial reality. The business had zero goodwill beyond the specialist's personal practice. Without a shareholders' agreement, exit mechanisms were undefined. Most critically, the sole control of bank accounts by one director created an immediate operational risk that could weaponise cash flow during negotiations.

The Intervention

I restructured the negotiation into phases. First, we secured dual banking authorisation to neutralise the financial control risk. Then we reframed valuation around debt assumption rather than cash purchase. I mapped four distinct scenarios with clear decision gates.

We used calibrated questions to surface real motivations: the majority holder's fatigue, not greed; the second partner's fear, not strategy. The trust deed's transfer notice provisions became our leverage, not our limitation.

The final structure: debt-for-equity swap with staged exits and employment contracts for transitioning partners.

The Result

The specialist secured control without overpaying. Departing partners got clean exits with guarantee releases. The clinic avoided operational disruption. Most importantly, we converted a three-way standoff into a structured transition that protected all parties' core interests.

No courtroom required. Just clear thinking about who needed what, and when.

The Lesson

Complex equity disputes rarely need complex solutions. They need someone to see past the positions to the actual problems: control, cash flow, and clean exits. Map the real constraints, use the existing legal structure as leverage, and give everyone a face-saving path forward.

Strategic structuring of partnership transitions and equity restructures. When ownership meets operational reality.