As noted in our Horizon Scan 2025, growth in investment into women’s sport is set to continue throughout 2025. Women’s football is one of the most mature markets in women’s sport, with Angel City FC becoming the world’s most valuable women’s sports team after its $250 million takeover in 2024. Private investors are also expanding their portfolios, as seen with Michele Kang’s ownership of multiple clubs, including Olympique Lyon Féminin, the Washington Spirit, and the London City Lionesses. Chelsea’s recent sale of its women’s team to its parent company helped the club report a £128.8 million profit, while Aston Villa are reportedly exploring a similar move to sell stakes in their women’s team to help the club comply with the Premier League’s Profit and Sustainability Rule (PSR). With investments growing, we may see a rise in the number of acquisitions of women’s sports clubs. 

This article explores the legal considerations clubs should evaluate when acquiring a women’s football club (particularly in the UK/Europe), as well as key considerations for the clubs being acquired. Acquisitions of women’s football clubs can take different forms, primarily through Asset Purchase Agreements (‘APA’) or Share Purchase Agreements (‘SPA’). For the purpose of this article, we will focus on SPAs, which involve the transfer of ownership by acquiring shares in the club’s corporate entity.

Due Diligence 

Key Considerations for Buyers 

Buyers acquiring a women’s football club must conduct a thorough due diligence exercise to assess the financial stability, commercial viability and regulatory compliance of its target. 

Financial:

• Club capital and debt position: It is crucial for a buyer to understand the target club’s capital and debt position, particularly given the application of Financial Fair Play (‘FFP’) rules in various jurisdictions, including the UK. 

• Revenue streams: The stability (and potential opportunities) of the club’s revenue streams is also an important consideration, including sponsorship deals, broadcasting rights, merchandising, and ticket sales.

• League regulations: Buyers should examine the relevant league regulations, including promotion and relegation structures and whether financial protections such as parachute payments exist. 

• Tax liabilities: One of the biggest creditors of a football club will be the tax authorities, meaning assessing tax liabilities is a key area of due diligence. A comprehensive review of the club’s tax position is essential to identify any outstanding debts or compliance risks that could impact the acquisition.

Commercial:

• Existing commercial contracts: Commercial contracts, which often operate on a season-by-season basis, should be carefully reviewed for any change of control provisions. Some buyers are eager to secure new sponsorship agreements, often with local or regional partners, rather than continue with existing deals. In this case, the buyer should assess the flexibility of current agreements and determine whether any contractual obligations could impact their ability to negotiate new deals. 

• Player contracts: Player contracts should also be examined carefully, particularly with respect to key players who may be key to the success of the club, both on and off the pitch. Immigration status is another critical factor as many players may not be nationals of the country in which the club operates. It is therefore essential to verify that players have the appropriate rights to live and work in the jurisdiction to avoid legal and operational challenges.

• Senior management contracts: A thorough review of director and senior management contracts is crucial as new owners may seek leadership changes. Assessing termination costs and replacement expenses is important as incoming executives must also meet regulatory requirements, such as the Owners and Directors Test (‘OADT’).

• Stadium and infrastructure: The stadium is typically one of a football club’s most valuable assets, making it a key focus of due diligence for the buyer. Buyers must verify stadium usage rights, assess upgrade or expansion potential, and review planning permissions if capacity increases are planned. The same due diligence applies to training grounds, academies, and other club properties, as they impact long-term growth, commercial appeal, and overall valuation.

Regulatory:

• Ownership restrictions and antitrust rules:  Regulations often prevent individuals or entities from holding stakes in multiple clubs within the same league or, in some cases, across different leagues to maintain competitive integrity. If such restrictions apply, existing stakes may need to be divested as a condition of the acquisition.

• OADT: The FA applies the OADT to women’s clubs in the Women's Super League (‘WSL’) and the Women’s Championship. Prospective owners and key decision-makers must meet set criteria, including ethical conduct and financial reliability. The test may differ slightly from the version applied in the men’s Premier League. A failure to comply with the OADT could result in the transaction collapsing. 

• Associated Party Transaction (APT) rules:  APT rules are specific to the Premier League, and only apply when the transaction affects a men’s Premier League club. For example, Chelsea’s recent sale of its women’s team to its parent company BlueCo is being reviewed under APT rules due to its financial impact on the men's club. These transactions must occur at fair market value which is something to be considered by buyers. 

• FFP rules: UEFA’s FFP regulations apply to all clubs participating in European competitions, including women’s teams participating in the WSL. The FA enforces UEFA’s rules for women’s football in England, ensuring clubs' compliance. Non-compliance can lead to penalties such as fines, points deductions, or even exclusion from competitions, making it a critical consideration for potential buyers.

• Profit and Sustainability Rules (PSR): PSR are Premier League-specific and do not directly apply to standalone women’s teams. However, where women’s teams are part of integrated club structures (like Barcelona or Arsenal), buyers should be aware of how internal restructurings may affect the financial reporting of the men’s side. Spending on women’s football is exempt from PSR limits, which has led some clubs to restructure ownership of their women’s teams e.g. Chelsea’s sale to BlueCo, and Aston Villa considering a similar move.

• The evolving sporting landscape: Women’s football is constantly evolving. For example, the proposed Unify League, previously known as the European Super League, is intended to feature both men’s and women’s teams (subject to merit-based qualification) in competitions across Europe. The rebranded league has been structured to challenge UEFA's Champions League by offering a revised format and free streaming options. 

Key Considerations for Clubs 

Financial:

• Transparency: Clubs preparing for acquisition should prepare themselves for interrogation and a thorough question-answer exercise (i.e., the financial and legal due diligence process). Where the club is not compliant or has accounting or financial weaknesses, they should be prepared to answer difficult questions querying any issues identified by the buyers’ advisors. This review will also include the Club’s governance structures and legal documentation to date.

Commercial:

• Key contracts: Assessing and renegotiating key commercial contracts, such as sponsorship and broadcasting deals, can enhance the club’s value by boosting revenue and ensuring long-term financial stability. Well drafted player contracts, including image rights agreements and immigration compliance, will also be attractive to buyers.

Regulatory:

• Rule compliance: Clubs must demonstrate compliance with the relevant governing body’s rules (primarily the FA for women’s football) including ownership restrictions and competition regulations. Where women’s teams are integrated within Premier League clubs, broader compliance obligations may arise indirectly (e.g. through PSR or APT scrutiny).  Additionally, Clubs should anticipate potential regulatory changes such as those proposed in the Football Governance Bill, which introduces an Independent Football Regulator to oversee club finances and promote sustainable spending. These changes will require clubs to adapt their governance and financial strategies to ensure long-term stability and facilitate a seamless transition to new ownership. Once the buyer’s solicitors and advisers have finalised their due diligence, the parties will be ready to proceed to the negotiating and finalising of the SPA and relevant ancillary documents.

Sale and Purchase Structure

Key Considerations for Buyers

Buyers may typically see the following type of provisions in SPAs: 

• Earn-Out arrangements: SPAs may include provisions for post-completion performance-based payments, where the purchase price for the club is contingent on the club’s success after the acquisition. Typically seen as an incentive where the directors of the club continue to work for the club for an agreed period following the sale.

• Warranty protections: If the warranties given by the sellers (or specific warrantors, where applicable) are found to be inaccurate, the buyer generally has a claim for breach of warranty or, where applicable, misrepresentation. The nature and extent of the remedy depend on the seriousness of the breach and the specific terms of the agreement, with damages typically being the primary remedy. However, while warranty and indemnity insurance is sometimes used in standard M&A transactions to cover potential seller liability, it is not yet widely adopted in football transactions. Therefore, the availability, cost, and suitability of W&I insurance should be reviewed carefully if the parties wish to include this form of protection. 

• Listed or unlisted: Whether the target club is a publicly listed entity will significantly impact the acquisition process and applicable regulations. For example, Manchester United plc, listed on the New York Stock Exchange, would be subject to US securities laws for a takeover. In contrast, for a UK-listed club, the acquisition would typically involve an offer document governed by the City Code on Takeovers and Mergers, rather than a SPA.

• Conditions to completion: These conditions often require the replacement of particular guarantees provided by the existing owners and, most importantly, approval from the relevant league for any required suitability tests such as the OADT. 

Key Considerations for Clubs/Sellers

Clubs being acquired should bear in mind the following during the acquisition process:

• Transparency: Transparency is essential throughout the acquisition process. The sellers or warrantors must also ensure that any warranties and representations made about the club are true, accurate and not misleading at the date of the SPA. Inaccurate or false statements may lead to legal claims.

• Compliance with conditions: Sellers must understand the conditions attached to the transaction, including replacing guarantees and meeting suitability tests.

Ongoing regulatory requirements

Football is a heavily regulated sport and many of the regulatory obligations on buyers and clubs mentioned in this article are ongoing. For example, in the UK, financial sustainability, ownership suitability, and competition integrity continue after the acquisition.  Buyers must continue to consider rules covering player contracts, transfers, youth academies, agent dealings, the OADT, and stadium safety while also adhering to key rules.

Similarly, clubs must ensure their internal governance structures, constitutions, financial standing and notification requirements continue to align with league and governing body regulations. Compliance with important rules surrounding anti-doping, anti-corruption and safeguarding is also essential. These rules may be enforced by national and international governing bodies, as well as competition organisers. These developments underscore the importance of buyer’s navigating the regulatory landscape carefully when acquiring women’s football clubs.

Final thoughts

Acquiring a football club, particularly within the evolving landscape of women's football, requires careful navigation of financial requirements, commercial obligations and regulatory frameworks. For buyers, due diligence is key to ensuring compliance with league rules, financial sustainability, and long-term growth opportunities. At the same time, clubs being acquired must consider how the transition will impact their players, staff, and wider community while safeguarding their legacy and future ambitions. A well-managed acquisition, built on strategic planning and mutual understanding, can create lasting success for both buyers and the club itself.

If you would like to discuss further, please reach out to Matt Bonass or Craig Giles.