BrewDog bars have closed today — to comply with licensing issues — as the process continues to find a buyer for the global brewer. Here, James Howell, managing director at corporate law specialists Rubric Law, shares his insights into what this move signals from a corporate and legal perspective.
What’s happening at BrewDog is a clear example of what unfolds when performance hasn’t met expectations.
After several years of losses and continued cost pressure, the decision to appoint advisers and run a competitive process is about value discovery and deal certainty (not just finding a buyer). In my experience, this is exactly when boards move from informal discussions to a disciplined M & A (mergers and acquisitions) campaign that can properly test the market.
In practice, advisers will structure bidder rounds, control information flow, and drive comparable offers. That framework matters even more when profitability is under scrutiny, because it protects value and prevents opportunistic pricing from early bidders.
Looking at BrewDog specifically, the triggers here appear investor-led and performance-driven rather than growth-driven. That changes the dynamic (buyers will focus heavily on margin resilience, liabilities, lease exposure and operational efficiency, not just brand strength). I’ve seen plenty of deals where brand alone cannot bridge gaps in fundamentals.
One of the biggest legal risks in a process like this is weak readiness. If issues surface in due diligence (contracts, governance, or shareholder rights) they can quickly affect valuation or derail momentum. That risk is amplified where there is a large shareholder base, as alignment mechanics and drag provisions suddenly become critical to execution.
For founders and SME owners watching this play out, my view is simple: strong exits are engineered, not improvised. The businesses that achieve the best outcomes in M&A are the ones that prepare before they ever launch a process.
James Howell is managing director of corporate law specialists Rubric Law.
