Joint Venture Counsel

Joint ventures in the telecoms and technology sectors create a distinct legal challenge. The JV has its own commercial objectives, regulatory obligations and governance requirements, but its shareholders may have competing interests, different risk appetites and divergent views on strategy. The JV’s own management team needs legal counsel who acts in the interests of the venture itself, not on behalf of any individual shareholder. Bratby Law provides joint venture counsel for telecoms, data and payments JVs, acting as the venture’s independent legal resource.

Who this is for

JV counsel is designed for ventures where two or more parties have formed a joint entity to pursue a shared commercial objective, and that entity needs its own independent legal support. Typical clients include network-sharing JVs between telecoms operators managing shared infrastructure, spectrum or access obligations; fibre and tower JVs involving infrastructure investors and operator partners with distinct commercial interests; technology platform JVs where multiple parties contribute different capabilities and need governance structures that protect each party’s position; and multi-operator ventures such as industry bodies, switching platforms or payment scheme operators where the venture serves multiple competing members.

Why JV counsel is different

A JV’s legal needs are structurally different from those of a single-owner business. The shareholders each have their own legal advisers, but the JV itself needs independent counsel who can advise on matters where shareholder interests may diverge. This includes interpreting the shareholders’ agreement, managing deadlock provisions, advising on related-party transactions, and ensuring the JV’s regulatory obligations are met independently of shareholder preferences. If the JV relies on legal advice from one shareholder’s legal team, there is an inherent conflict risk that can undermine trust between the parties and compromise the JV’s governance.

For JVs operating in regulated sectors, this independence is even more important. Ofcom and the FCA expect regulated entities to have governance arrangements that ensure compliance decisions are made in the entity’s own interests, not directed by a shareholder. Having independent JV counsel supports this expectation.

The need for independent JV counsel is particularly acute where the JV holds its own regulatory authorisations. A telecoms JV with its own Ofcom General Conditions obligations, or a payments JV with its own FCA authorisation, must demonstrate that compliance decisions are made in the entity’s interests. Relying on a shareholder’s legal team for regulatory advice creates a governance weakness that regulators may challenge.

Core issues for JV counsel

JV counsel typically addresses the following areas. Governance: advising the JV board on its duties, ensuring compliance with the shareholders’ agreement, and managing the interface between JV management decisions and shareholder reserved matters. Regulatory compliance: maintaining the JV’s own regulatory authorisations, including Communications Act 2003 obligations, spectrum or numbering allocations, and any FCA or PSR requirements. Commercial contracts: reviewing and negotiating the JV’s own contracts with customers, suppliers and network partners, ensuring terms are consistent with the JV’s interests rather than any single shareholder’s commercial priorities. Related-party transactions: advising on contracts between the JV and its shareholders, including access agreements, service level agreements and intellectual property licences, where the JV needs independent legal assessment of whether terms are fair. Disputes and deadlock: advising on shareholder disputes, interpreting deadlock mechanisms, and managing exit or restructuring scenarios.

Neutrality and governance

JV counsel is appointed by the JV entity, not by any shareholder. This means legal advice is given in the JV’s interests, conflicts are managed transparently, and the JV board has independent legal support for decisions that affect the venture’s direction. Rob Bratby has over 30 years’ experience including senior in-house roles where he managed JV relationships from both the operator and shareholder perspective, and current fractional GC appointments at UK Payments Initiative Limited, TelXL, Core and The One Touch Switching Company. Several of these appointments involve multi-stakeholder governance structures where independent counsel is essential.

The JV counsel role is structured to provide the venture’s management with the same quality of legal support that each shareholder receives from its own advisers, but focused entirely on the JV’s position and obligations.

Typical JV lifecycle support

JV counsel support covers the full lifecycle of the venture. At formation, this includes advising the JV board on the shareholders’ agreement, establishing governance procedures, and setting up the regulatory compliance framework. During operation, it includes ongoing governance advice, contract management, regulatory reporting and dispute resolution. At exit or restructuring, it includes advising on the exercise of put and call options, managing the regulatory consequences of ownership changes, and supporting the orderly wind-down or restructuring of the venture. Throughout, the focus is on protecting the JV’s own interests and maintaining the governance standards that shareholders and regulators expect.

Related practice areas

JV counsel work draws on expertise from Bratby Law’s practice areas. For telecoms JV structures and regulatory considerations, see Telecoms Regulation. For JV formation, shareholder agreements and network-sharing arrangements, see Transactions.

Related engagement models

What clients say about Bratby Law:

“…one of those rare lawyers who really does understand the business imperatives behind the legal situations businesses find themselves in.”
“I worked with Rob over many years whilst I was at Orange. He is one of those rare lawyers who really does understand the business imperatives behind the legal situations businesses find themselves in. Most notably he provided first class support to me and my team on a high profile / high value joint venture network sharing deal. His ability to see both the detail and the bigger strategic picture were enormously helpful.”
Amanda Doyle
(Former) General Counsel, Orange UK
“I would highly recommend Rob and his team.”
“I have had the pleasure of working with Rob now on a number of occasions and engagements with clients. Rob is one of the most knowledgeable people I have come across in the Telecommunications industry, both in his comprehensive understanding of the law for various countries and in the application of this law and what it means for Operators. This is complemented by his generosity with sharing his knowledge, and the friendly style with which he works. I would highly recommend Rob and his team.”
Nick White
(Former) Deloitte
“I would recommend Rob for any major Telecoms project”
“I worked with Rob to introduce One Touch Switching for broadband and fixed voice, which launched successfully with almost two million customers using the service to date. Rob is a first class Legal Counsel with exceptional legal and regulatory knowledge enabling him to give insightful strategic guidance to the ExCo and the Board. He is highly trusted by Directors and easy to work with. I would recommend Rob for any major Telecoms project.”
Toby Lovell
(Former) Chief of Staff, The One Touch Switching Company

Independent directory rankings

Our specialist expertise is recognised in major independent legal directories:

Chambers & Partners: Rob Bratby is ranked in the UK Guide 2026 in the “Telecommunications” category: Chambers
The Legal 500: Rob Bratby is listed as a “Leading Partner – Telecoms” in London (TMT – IT & Telecoms): The Legal 500
Lexology: Rob Bratby is featured on Lexology’s expert profiles (Global Elite Thought Leader): Lexology

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Frequently asked questions

Who appoints JV counsel?

JV counsel is appointed by the JV entity itself, typically by the JV board. This ensures the legal advice is given in the venture’s interests and is independent of any shareholder’s position.

Can JV counsel also advise a shareholder?

No. The independence of the role requires that JV counsel acts solely for the venture. Each shareholder should have its own separate legal advisers for matters where its interests may differ from those of the JV.

What types of JV do you advise?

We advise telecoms infrastructure JVs (network sharing, fibre build-out, tower companies), technology platform JVs, and multi-operator ventures. The common feature is a regulated or technology-intensive JV where sector-specialist legal support adds value.

How is the JV counsel relationship structured?

Typically through a standing monthly or quarterly retainer, with the JV counsel attending board meetings, reviewing related-party contracts, and providing ongoing regulatory and governance advice. The scope is agreed with the JV board at the outset.

Book a call

If your joint venture needs independent legal counsel, contact us to discuss how JV counsel works.