Fractional general counsel for joint ventures, industry bodies and multi-party initiatives in telecoms, payments and digital infrastructure. You are establishing a joint venture, industry body or collaborative initiative and the entity needs its own legal function from day one. The JV has regulatory obligations, commercial contracts and governance requirements that cannot be serviced by the shareholders’ own legal teams. You need an independent general counsel who understands the sector, can advise the JV board, manage the regulatory relationship and negotiate with counterparties on behalf of the entity. We provide fractional GC services to JVs and industry bodies across telecoms and payments.

Who this is for

Forming or operating a joint venture in UK telecoms, data or payments and need ongoing legal support that understands the regulatory overlay? Joint venture counsel provides dedicated legal leadership on the regulatory, governance and commercial issues that arise throughout the JV lifecycle.

Typical triggers

• Two or more telecoms operators are forming a network sharing JV and the entity needs its own GC to negotiate access agreements and manage Ofcom obligations independently of the shareholders
• An industry body is being established to deliver a regulatory programme (such as switching, porting or dispute resolution) and needs a lawyer who can advise the board, draft the governance framework and manage the multi-stakeholder dynamic
• A payments JV or overlay service provider needs a GC who understands PSRs 2017, scheme governance and the PSR regulatory relationship
• A subsea cable consortium is being formed and the SPV needs legal support for the construction and maintenance agreement, IRU arrangements and landing party negotiations
• A PE platform is integrating multiple regulated acquisitions and needs a single legal contact to manage the consolidated regulatory position
• The JV shareholders cannot agree whose legal team should advise the entity, and an independent appointment is required
• Two or more parties are structuring a digital infrastructure joint venture and need regulatory input on the JV structure, spectrum sharing, and compliance obligations
• An existing JV needs independent fractional GC support to manage its own regulatory obligations separately from its shareholders
• A JV evaluation or disposal requires regulatory due diligence and advice on the change of control approval process

What we deliver

JV counsel engagements are structured around the entity’s lifecycle. The scope covers formation, operation and, where relevant, exit or wind-down. Typical deliverables include:

• Governance framework: drafting or reviewing the shareholders’ agreement, articles of association, board terms of reference and delegated authority framework
• Regulatory set-up: advising on the entity’s regulatory status, including whether it needs to notify Ofcom under the Communications Act 2003, obtain FCA authorisation or register with the ICO
• Commercial agreements: negotiating the entity’s commercial contracts, including access agreements, interconnection agreements, service level agreements, technology contracts and funding arrangements
• Board support: attending JV board meetings, advising on conflicts of interest, related-party transactions and shareholder deadlock provisions
• Regulatory relationship management: acting as the entity’s named legal contact for Ofcom, the FCA, the PSR or the ICO
• Dispute management: managing disputes between shareholders, between the JV and third parties, and regulatory enforcement action directed at the entity
• Exit and wind-down: advising on share transfers, pre-emption rights, regulatory consents and orderly wind-down of the entity’s regulatory authorisations

How the engagement works

All JV counsel work is delivered by Rob Bratby personally. Rob has direct experience as general counsel to multi-operator JVs and industry bodies, including The One Touch Switching Company, where he served as GC for the industry body that delivered broadband and fixed voice switching for the UK market. This is not advisory experience about JVs; it is operational experience inside them.

Engagements are structured as a monthly retainer with a defined time commitment, typically 2 to 4 days per month for an operating entity, with higher commitment during formation and key negotiation phases. We act independently of the shareholders, advising the entity’s board in its own right.

Related practice areas

For the underlying regulatory frameworks, see Telecoms Regulation and Payments Regulation. For transactional support on JV formation, see Transactions. For matter-specific advice rather than an ongoing GC role, see Direct Legal Advice.

Representative experience

Recent and representative matters include:

• Acted as JV counsel on the formation of a network sharing arrangement between two mobile operators, managing the regulatory approvals, competition law analysis and operational governance framework.
• Provided ongoing legal support to a telecoms infrastructure JV, advising on Electronic Communications Code rights, planning obligations and shareholder dispute resolution throughout the operational phase.
• Served as JV counsel on a data analytics joint venture, structuring the UK GDPR-compliant data-sharing arrangements and joint controller agreements that enabled the commercial model.
• Acted as legal advisor to a payments JV between a bank and a fintech, managing the FCA regulatory permissions, safeguarding arrangements and the ongoing governance framework.
• Provided JV counsel services on a subsea cable consortium, advising on the regulatory structure, Code rights and international landing station arrangements for the UK element of the project.

Frequently asked questions

Why does a JV need its own GC?

A JV has its own regulatory obligations, contracts and governance requirements. The shareholders’ legal teams act for their respective shareholders, not for the entity. An independent GC advises the JV board, manages the entity’s regulatory position and negotiates with counterparties without conflicts of interest. All JV counsel work is delivered personally by Rob Bratby, drawing on direct experience as general counsel to multi-operator JVs and industry bodies.

How do you manage conflicts between shareholders?

We act for the JV entity, not for any individual shareholder. Where a matter involves a conflict between shareholders, we advise the board on the entity’s position under the shareholders’ agreement and the applicable governance framework. Shareholders take their own legal advice on their individual positions. All JV counsel work is delivered personally by Rob Bratby, drawing on direct experience as general counsel to multi-operator JVs and industry bodies including UKPI.

What is your experience with telecoms JVs?

Rob Bratby has served as GC to The One Touch Switching Company (the industry body that delivered broadband switching), and has advised on network sharing JVs, subsea cable consortia and multi-operator infrastructure projects throughout his career. This is operational GC experience inside JV structures, not external advisory work. All JV counsel work is delivered personally by Rob Bratby, drawing on direct experience as general counsel to multi-operator JVs and industry bodies including UKPI.

Can you advise on the formation of the JV as well as acting as its GC?

Yes. We advise on JV formation (shareholders’ agreement, governance framework, regulatory set-up) and then continue as the entity’s fractional GC once it is operational. This provides continuity and avoids the incoming GC having to learn the structure from scratch. All JV counsel work is delivered personally by Rob Bratby, drawing on direct experience as general counsel to multi-operator JVs and industry bodies including UKPI.

What sectors do your JV clients operate in?

Our JV counsel work is concentrated in telecoms, digital infrastructure and payments. This includes multi-operator network sharing JVs, industry bodies, infrastructure build partnerships and fintech joint ventures. The regulatory dimension in these sectors means generic corporate advice is rarely sufficient. We bring both the JV governance expertise and the sector-specific regulatory knowledge.

How does joint venture counsel differ from the shareholders’ own lawyers?

Joint venture counsel acts for the JV entity itself, not for any individual shareholder. The shareholders’ lawyers advise on their client’s interests in the JV. Joint venture counsel advises the JV board, manages the entity’s regulatory obligations, negotiates its commercial contracts and handles its disputes. Where shareholders’ interests conflict, joint venture counsel ensures the entity’s own interests are protected independently.

What does a typical joint venture counsel engagement cost?

Joint venture counsel engagements are structured as a monthly retainer, with the level set according to the entity’s workload and the stage of its lifecycle. A newly established JV typically requires more intensive joint venture counsel support during the setup phase, settling into a lower retainer once the entity is operational. We agree the retainer level and scope at the outset and review it quarterly.

Can joint venture counsel support a JV through a wind-down or exit?

Yes. Joint venture counsel is particularly valuable during exit or wind-down because the entity needs independent legal support at a time when shareholder interests are most likely to diverge. We advise on pre-emption rights, share transfer mechanics, regulatory consents for change of control, termination of the entity’s commercial contracts and orderly surrender of any regulatory authorisations or licences.

What regulatory approvals are needed to form a digital infrastructure JV?

A digital infrastructure joint venture may require regulatory approvals depending on the assets contributed and the activities of the JV. If the JV will operate an electronic communications network, it will need to comply with the General Conditions. If spectrum licences are contributed, Ofcom’s consent to transfer or share those licences is required. Network sharing arrangements may also engage competition law and Ofcom’s regulatory oversight. We advise on the full regulatory approval pathway as part of the JV structuring process.

How should a JV shareholders’ agreement address regulatory obligations?

The SHA for a regulated JV needs to address regulatory matters explicitly: reserved matters should cover regulatory filings, licence compliance, and responses to regulatory investigations; information rights should include access to regulatory correspondence; and the deadlock and exit provisions should account for the regulatory approvals needed for a change of control or disposal. We draft these provisions drawing on direct experience as GC of JV-structured telecoms and payments businesses.

Can you act as GC to the JV entity itself?

Yes. We act as fractional GC to JV entities in the telecoms, data, and payments sectors, providing the JV with its own independent legal counsel rather than relying on one shareholder’s lawyers. This is particularly important where the JV is a regulated entity, as the regulator will expect the JV to have its own compliance function and legal oversight. We manage the JV’s regulatory obligations, commercial contracts, and board governance on a fractional basis.

Related fractional general counsel pages

See also our other fractional general counsel pages:

• UK Counsel for Global Businesses
• Interim Counsel
• Project Counsel
• Tech Scale-Up Counsel
• Fractional General Counsel (overview)

If you are establishing a JV or industry body and need independent general counsel from day one, we can start with a scoping call this week.