This second article in a series of three reviews financial buy-outs in Belgian practice, namely acquisitions of mature companies initiated by financial buyers. The scope of the analysis will include leveraged buy-out and management buy-out deals. This article specifically covers managers' participation. The issue is addressed systematically, focusing on the legal, financial and tax challenges that investors, fund managers, bankers and entrepreneurs face in a Belgian buy-out deal. A great deal of relevance is given to the practical perspective, based on a case study inspired by an actual buy-out carried out on the Belgian market.