The managerial buyout (MBO) is a means of motivating senior managers and institutional investors to increase their monitoring efforts and so raise the performance of the firm. This paper suggests that the typical MBO contains a mix of incentives which motivate managers by raising the rewards for success and increasing the penalties for failure. At the same time, the relationship between the new company and its institutional backers encourage the latter to monitor the efforts and achievements of the management team. Such a structure appears useful in raising the performance of divested divisions, particularly in mature industries.