Structuring the Modern Football Club: M&A Trends and Regulatory Pressures

Recent transactions across the football industry show a growing reliance on M&A and corporate structuring to address financial, regulatory and commercial challenges. For clubs and investors alike, legal strategy now sits at the heart of decision-making, with increasing crossover between football finance, private equity models and multi-jurisdictional compliance.

Asset Carve-Outs: Monetising Value Within the Club

Aston Villa recently sold a 90% stake in its women’s team to its holding company, V Sports, reportedly valuing the team at £55 million. Chelsea completed a similar carve-out last season, later securing a minority investment from US investor and Reddit Co-Founder, Alexis Ohanian, at a reported £20 million valuation.

These deals demonstrate how clubs are using intra-group transfers to generate accounting profit and manage compliance with the Premier League’s Profit and Sustainability Rules (PSR). In both cases, the sale of the women’s team, treated as a tangible asset, created one-off revenue that could be set against losses for PSR purposes.

However, UEFA’s Financial Fair Play (FFP) regime does not recognise such related-party transactions for financial compliance. This creates a regulatory divide: while Premier League sign-off may be sufficient domestically, clubs qualifying for European competition risk exposure under UEFA rules.

Clubs that breach PSR can face points deductions, while UEFA FFP violations may result in fines, transfer restrictions or exclusion from European tournaments.

From a legal standpoint, these carve-outs demand:

• Independent valuations to support fair market value;
• Robust intra-group sale documentation that withstands regulatory scrutiny;
• Minority investor protections where third-party capital is introduced post-carve-out;
• Regulatory strategy to ensure dual compliance across domestic and European regimes.

Multi-Club Ownership: Structuring Around Influence

Multi-club ownership (MCO) continues to present regulatory risks where affiliated clubs qualify for the same competition. This issue was recently highlighted when Crystal Palace secured a spot in Europe’s second-tier competition by defeating Manchester City in the FA Cup final, placing John Textor’s Eagle Football Holdings in a regulatory spotlight due to its ownership stakes in both Crystal Palace and Olympique Lyonnais, with both clubs qualifying for European competition.

To avoid breaching UEFA’s MCO rules, which prohibit common control or “decisive influence” over multiple competing clubs, Textor began divesting his 45% stake in Palace to US investor, Woody Johnson, in a deal reportedly worth £190 million. He also stepped down from Lyon’s board.

Failure to resolve MCO conflicts can result in forced club withdrawals from UEFA competitions, and transactions must often complete ahead of UEFA’s 1 March deadline.

Key legal challenges in MCO structuring include:

• Defining and mitigating “control” under UEFA rules – which may go beyond equity ownership;
• Coordinating board resignations, voting restrictions or blind trust mechanisms;
• Ensuring deal mechanics (e.g. option structures or transitional arrangements) do not inadvertently preserve influence;
• Navigating league-by-league approaches, with the Premier League, EFL, UEFA and national associations applying different tests.

Strategic Investment and Cross-Border Complexity

In May 2025, US-based investors led by Andrew Cavenagh and 49ers Enterprises acquired a 51% controlling interest in Rangers FC, reportedly injecting £20 million into the club as part of the transaction. With 49ers Enterprises already involved at Leeds United, the transaction raised questions around cross-league MCO compliance.

Unlike UEFA, domestic leagues in England and Scotland currently permit common ownership across borders, but the situation could change if both clubs qualify for the same European competition – though that scenario may remain comfortably hypothetical for Leeds, at least for now.

This deal reflects the growing interest from North American investors in European football, particularly through majority or strategic minority stakes. For legal teams, these transactions often involve:

• Cross-border M&A execution, including regulatory and competition clearance;
• Securities and investment structuring, especially where US capital is involved;
• Governance frameworks to balance operational control with regulatory compliance;
• Ongoing monitoring to ensure future European eligibility is not compromised.

What This Means for Football M&A

Taken together, these recent deals signal a shift in how clubs approach corporate structuring and financial strategy. Whether seeking to unlock asset value, resolve ownership conflicts or bring in external investment, clubs are now deploying M&A tools that require sophisticated legal input.

Common legal themes include:

• Valuation and fairness: ensuring transactions can be justified under league and UEFA rules;
• Governance structuring: crafting shareholder agreements that protect both control and compliance;
• Regulatory navigation: managing multiple, and sometimes conflicting, regimes across PSR, FFP and MCO frameworks;
• Contingency planning: building in contractual protections where approval delays or regulatory outcomes create risk.

How We Can Help

We have experience advising on football and sport-related transactions, including acting for Trivela Group, a US investment firm, on its acquisition of a majority stake in Walsall FC. Drawing on our expertise in corporate M&A, cross-border investment and governance structuring, we are well placed to support clubs, investors and stakeholders navigating the increasingly complex legal landscape in football.

Whether assisting on club acquisitions, strategic investments or regulatory structuring, we work collaboratively with international counsel in our preferred firms network and sector specialists to help clients achieve compliant and commercially robust outcomes.

If you would like to discuss how we can support your transaction or investment, please get in touch.