Academy transfers are rarely straightforward, but rebrokered transfers – where the DfE directs the movement of an academy from one multi-academy trust (MAT) to another – are particularly challenging.

They often arise in difficult circumstances, with little standardised DfE guidance and facts that vary significantly from case to case. In this article, we highlight some of the key issues that trusts should be aware of.

Due diligence in a rebrokered academy transfer

Due diligence in a rebrokered transfer can be particularly challenging. The incoming trust must investigate the academy's financial position, governance history, estate condition and contractual obligations, often within tight DfE timescales. Where the outgoing trust hasn't maintained complete or well-organised records, this becomes significantly harder. Gaps in information can leave the incoming trust exposed to risks that weren't apparent at the outset.

TUPE and staff transfers

All staff employed at the transferring academy will transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), preserving their existing terms and conditions. A particular challenge arises where staff work across multiple schools within the outgoing MAT.

Assignment disputes and consultation

Identifying which staff are wholly or principally assigned to the transferring academy, and therefore caught by TUPE, can be contentious and fact-sensitive. Careful analysis is needed to avoid disputes and to make sure neither trust is left with unexpected employment liabilities. Both trusts also have responsibilities to inform and consult employee representatives, and these obligations should be addressed early in the process.

Academy property, land and lease assignments

Academy land and buildings are often held on academy leases granted by the Secretary of State, with underlying freehold interests held by local authorities or dioceses. In a rebrokered transfer, the existing lease will need to be assigned to the incoming trust. Where the land position is complex – for example, where there are mixed-use sites, shared facilities or outstanding maintenance obligations – this can add significant time and cost to the transaction.

Estate condition and capital works

Capital improvement works and liabilities relating to the condition of the estate also need to be clearly allocated between the parties.

Funding and financial allocation between trusts

Funding allocation between the outgoing and incoming trust is a key area of negotiation. This includes agreeing how surplus or deficit balances held by the outgoing trust are to be treated, and whether any transfer of funds is expected.

The DfE may have a view, but the position isn't always clearly prescribed, and the parties will need to agree a fair and transparent approach. Revenue reserves, restricted funds and academy-specific grants all require careful consideration to make sure money follows the pupil and the incoming trust is properly resourced from day one.

Commercial contracts and supplier agreements

Extracting an academy from an existing MAT requires a detailed review of all commercial contracts to which the outgoing trust is a party. Many MATs procure services centrally – including IT, catering, cleaning, HR, finance and legal support - often under framework agreements. The transferring academy may benefit from favourable pricing under these frameworks that it will lose on transfer.

Supplier negotiations and exit costs

Negotiations will be needed with suppliers to novate existing contracts, enter into new arrangements or manage exit costs and notice periods. Framework agreements may not be transferable at all, requiring the incoming trust to put new contracts in place from scratch. This process should begin early, as it can be time-consuming and disruptive if left until late in the transaction.

Governance and regulatory compliance

The incoming trust must make sure its governance structures can accommodate the new academy, and that any changes to the trust's articles of association or funding agreement are addressed. The DfE's Regional Directors play a central role in rebrokered transfers, and both trusts will need to manage their relationship with the DfE carefully throughout the process. Regulatory compliance – including Ofsted history, safeguarding arrangements and academy-specific conditions – must be fully understood by the incoming trust before completion.

Conclusion

Rebrokered academy transfers demand careful, early and well-coordinated legal advice across a range of disciplines. With limited DfE guidance to fall back on, the terms of each transfer are substantially negotiated between the parties, making experienced legal support essential. 

Our specialist MATs team regularly advises both incoming and outgoing trusts on rebrokered transfers so we’re well placed to help.