Every ownership transition
is priced on people
People due diligence for sellers, buyers, and the integration that follows. Principal-led, across the deal lifecycle.
Principal-Led
Sam Bramhall leads and delivers every engagement. Where counsel, actuarial or search specialists are required, they are engaged on a defined scope and work to the same brief.
Written For Deal Readers
Findings are quantified where quantification is possible, and the report says what it found rather than what the commissioning party would prefer to hear.
Confidential & Discreet
The practice is structured for work that cannot be discussed. Initial conversations are confidential as a matter of course, and engagements are scoped accordingly.
A business changes hands. The people questions arrive with it.
Transactions are diligenced along three axes. Commercial diligence tests the market, financial diligence tests the earnings, legal diligence tests the title and the contracts. The fourth question, which is whether the people who produce those earnings will still be producing them in two years, is generally answered by a paragraph in the legal report about employment claims and an impression formed during the management presentation. The model, meanwhile, rests on a leadership team that has not been asked to commit to the plan it is being underwritten against.
That gap is worth money to whoever closes it first. A seller who finds the problem eighteen months out has a decision to make; a seller who meets it in week three of exclusivity has a discount to accept. A buyer who establishes what retention will actually cost prices it; a buyer who does not, funds it out of the synergy case. The practice exists at that asymmetry, on either side of it, and stays through the integration where the findings are either acted on or quietly abandoned.
How we think about this in full →Three points in the lifecycle
People VDD &
exit readiness
What a buyer will discount you for, surfaced and fixed before they find it. Management depth and key-person exposure, comp structures paying for the wrong outcome, employment liabilities nobody has quantified, and the operating model a buyer will be underwriting. Engaged twelve to twenty-four months before the process, because the analysis takes weeks and the remediation takes quarters.
In diligence Buy-sidePeople due
diligence
What you are buying, what it is worth, and what it should cost you. Management team quality and depth, retention and key-person risk, compensation architecture, culture and integration risk, employment liabilities and TUPE exposure. Fixed fee, written for an investment committee, scoped to fit an exclusivity window.
At execution and post-close M&A AdvisoryTUPE &
integration
The deal is agreed; this is the work that decides whether it delivers. TUPE on share and asset deals and service provision changes, employee liability information, measures and consultation, harmonisation and its limits. Then Day 1 readiness, org design across the combined business, and retention of the people the deal was priced on.
Entry point
HR Audit
The structured way a seller finds out what a buyer will find. Seven areas of the employment position reviewed and reported as diligence exposure, with a view on what is worth fixing and what is better disclosed.
For advisers
Introduce a client
Corporate finance and legal advisers with a people question sitting between the deal and the plan. Brief, confidential, principal-led. The relationship stays yours.
Who we work with
Private Equity
Sponsors and portfolio companies across the whole arc: diligence on the way in, integration on bolt-ons and carve-outs, and the people chapter of the vendor pack on the way out.
Founders & Owner-Managed
One transaction, one outcome, and a multiple that carries everything the owner has built. Co-founder departures, succession, and the exposure that a buyer's advisers will find whether or not the seller has looked.
Scaling Tech & Fintech
Series B and beyond, where the business is on a path to a transaction and the operating model, the comp architecture and the leadership population are things a future buyer or investor will price.
Professional Services
Firms where the asset walks out of the building every evening. Partner exits, firm mergers, lateral integration, and the governance questions particular to the partnership model.
From the casebook
A mid-market sponsor was three weeks into exclusivity on a services business whose investment case rested on the incumbent team executing a buy-and-build. The financial diligence was clean. Nobody had established whether the management team intended to be there for it. Structured interviews against the plan found two of five committed and capable at the intended scale, one already in conversation elsewhere, and a finance director carrying the entire integration capability on a one-month notice period with no covenants worth enforcing. The retention pool was resized and redirected, the finance director's terms were renegotiated as a condition of completion, and the price came down by the quantified cost of the gap.
People due diligence →A founder-led technology business needed to exit its commercial director, a co-founder who had become a barrier to the next phase and who held a significant equity stake. The board could not run a sale process with him in post. We managed the whole of it: board strategy, without-prejudice discussions, and the negotiation of settlement and equity terms together rather than in sequence. The departure completed within six weeks, client relationships were preserved, and the total cost came in approximately 40 per cent below the opening position taken by the individual's solicitor.
People VDD and exit readiness →A PE-backed professional services acquirer had completed a bolt-on eighteen months earlier and practitioner attrition in the acquired entity was running above the modelled rate. The cause was a centralised management model applied to a business that ran on origination economics: practitioners accountable for revenue without the authority that had underpinned their ability to generate it. We designed a protected operating environment with a 36-month convergence pathway specifying what would be introduced, when, and what would not be imposed at all. Attrition returned to pre-acquisition levels within a quarter.
M&A advisory →The practice is led by Sam Bramhall.
Sam Bramhall is the Principal Consultant at Esbee, with over 15 years 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 from briefing through to delivery, not with a junior team managing upward.
About Sam and the firm →The HR Audit: find out what a buyer will find.
A buyer's advisers will review the same seven areas whether or not the seller has looked at them first. The difference is that the seller who has looked is deciding what to fix, what to disclose, and how to frame it; the seller who has not is answering questions under a timetable set by someone else. The audit is a structured, independent review of the employment position, reported as diligence exposure rather than as a compliance score.
Find out about the HR Audit- Employment contracts & documentation
- HR policies & employee handbook
- Employment legislation compliance
- Disciplinary & grievance procedures
- Data protection & record-keeping
- Management capability & HR governance
- Risk exposure & potential liabilities
Recent writing
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Common questions
- What does Esbee actually do?
- Esbee is a people due diligence practice. The work sits at three points in a transaction: sell-side, where a business is twelve to twenty-four months from a process and needs to find out what a buyer will discount it for; buy-side, where an acquirer needs to know what the management team, the retention exposure and the employment liabilities are worth before the price is fixed; and at execution and after close, where TUPE and integration determine whether the deal delivers what it was underwritten to deliver. The remediation work that follows a diagnosis — organisational design, compensation redesign, senior exits, harmonisation — is delivered by the same practice rather than handed on.
- Is this only for private equity?
- No. Private equity is the most frequent buyer and the most frequent seller, so a large share of the work sits there. The subject of the practice is ownership transition and the people questions it exposes, and that arrives just as often as an owner-managed business preparing to sell once, a professional services firm merging, a corporate acquirer buying a competitor, or a founder whose co-founder has become the reason the business cannot be sold.
- How quickly can buy-side diligence be turned around?
- Two to three weeks from data room access to written report, with an interim read at the end of week one on anything affecting price or structure. Where the exclusivity window is shorter, the scope narrows to management assessment and employment liability. The fee is fixed and quoted at briefing.
- How far ahead of a sale should exit readiness work start?
- Twelve to twenty-four months. The analysis takes weeks; the remediation takes quarters. A comp structure cannot be rebased in a month without the rebase itself becoming a finding, a management team cannot be strengthened between the teaser and the information memorandum, and a senior departure handled during exclusivity costs several times what the same departure costs a year earlier. Sellers who commission this six weeks before the data room opens receive a list of things they no longer have time to fix.
- Do you work with employment lawyers?
- Regularly, and on most transactions. Employment counsel establish what the business is legally exposed to and draft the protection into the agreement. The commercial question — whether the management team can deliver the plan, what retention will cost, what the harmonisation route actually is — sits alongside that rather than inside it. Where an engagement needs counsel, actuarial input, forensic accounting or executive search, those specialists are engaged on a defined scope and work to the same brief.
- Can you support an active tribunal claim?
- Yes, and on the sell side it is a common instruction: a live matter listed for a date that falls inside the likely transaction timetable needs closing out before the data room opens. The work involves rebuilding the case chronology, identifying the process gaps, preparing the management witnesses, supporting the legal team on the HR evidence, and giving a commercial view on settling against defending when the timetable is set by a deal rather than by the tribunal.
Ready to talk?
Tell us where you are in the timetable — before market, in diligence, or past completion — and we will tell you what is still available to you. All initial conversations are confidential and without obligation.
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