Acquiring women football clubs: Key considerations for buyers & sellers

This article outlines some key legal and strategic considerations for investors, clubs, and their advisors when acquiring or selling women's football clubs, primarily in the UK and Europe.

The women's football sector has attracted significant institutional and private investment and is emerging as a growth market^[1]. Recent developments demonstrate this evolution, including Michele Kang's strategic international portfolio across Olympique Lyon Féminin, the Washington Spirit, and the London City Lionesses^[2], alongside landmark valuations such as Angel City FC's $250 million transaction^[3].

Acquisitions of women’s football clubs can take different forms, primarily through Asset Purchase Agreements (APA) or Share Purchase Agreements (SPA).  

APAs involve purchasing specific assets and liabilities of the target entity, allowing buyers to select which elements to acquire while potentially avoiding unwanted liabilities. SPAs involve acquiring the entire entity, including all assets, liabilities, and legal obligations. SPAs are often preferred when buyers want continuity of operations and existing contracts, while APAs may be chosen when buyers wish to avoid specific liabilities or restructure operations significantly.

For the purpose of this article, the authors will focus on SPAs, which involve the transfer of ownership by acquiring shares in the club’s corporate entity.

Table of Contents

• Due Diligence
• Key Considerations for Buyers
  • Financial:
    • Club capital and debt position
    • Revenue streams
    • League regulations
    • Tax liabilities
  • Commercial:
    • Existing commercial contracts
    • Player contracts
    • Senior management contracts
    • Stadium and infrastructure
  • Regulatory:
    • Ownership restrictions and antitrust rules
    • Owners and Directors Test
    • Associated Party Transaction (APT) rules
    • Financial regulations
    • Profit and Sustainability Rules (PSR)
    • The evolving sporting landscape
  • Key Considerations for Clubs/Sellers
    • Financial:
      • Transparency
    • Commercial:
      • Key contracts
    • Regulatory:
      • Rule compliance
    • Sale and Purchase Structure
    • Key Considerations for Buyers
      • Earn-Out arrangements
      • Warranty protections
      • Listed or unlisted
      • Conditions to completion
    • Key Considerations for Clubs/Sellers
      • Transparency
      • Compliance with conditions
    • Ongoing regulatory requirements
    • Conclusion