Transactions co-counsel for law firms running deals in telecoms, data and payments. Your firm has conduct of the transaction but the deal involves regulated assets: telecoms licences, payments authorisations, spectrum rights, data processing operations or regulated infrastructure. You need a co-counsel who understands the regulatory overlay, from Communications Act 2003 change-of-control requirements through to National Security and Investment Act 2021 mandatory notifications, FCA/PSR authorisation transfers and UK GDPR compliance in data business acquisitions. We work alongside your team on the regulatory components of the deal, from due diligence through to completion and post-completion integration.

Who this is for

Running a transaction that touches UK telecoms, data protection or payments regulation and need specialist input without bringing in a second full-service firm? Transactions co-counsel delivers focused regulatory expertise on the workstreams that need it, working within your deal team’s structure and timeline.

Transaction type	Regulatory co-counsel input	Key regulatory regime
Telecoms M&A (operator, MVNO, infrastructure)	Licence transfer, Ofcom change-of-control notification, spectrum rights, General Conditions compliance	Communications Act 2003
Payments and fintech M&A	FCA/PSR authorisation transfer, safeguarding, client money, regulatory capital	PSRs 2017, EMRs 2011
Data business acquisition	UK GDPR compliance history, processor mapping, international transfer mechanisms, DPIA review	UK GDPR, DPA 2018
Digital infrastructure (fibre, subsea, data centres)	Electronic Communications Code rights, wayleave transfer, planning consents	CA 2003 Sch 3A
Joint ventures in regulated sectors	SHA reserved matters for regulatory decisions, competition law, regulatory approvals as CPs	Sector-specific plus Enterprise Act 2002
National security-sensitive acquisitions	Mandatory notification assessment, NSIA filing, clearance conditions	NSI Act 2021

Typical triggers

• Your client is acquiring a telecoms operator and needs advice on section 120 Communications Act 2003 obligations, General Conditions compliance and Ofcom licence transfer
• A PE fund is investing in a payments business and the investment committee needs a regulatory status opinion covering FCA authorisation under the PSRs 2017 or Electronic Money Regulations 2011
• A network sharing or MVNO deal requires regulatory due diligence on spectrum licences, interconnection obligations or number portability under the General Conditions of Entitlement
• A subsea cable or digital infrastructure transaction raises questions about the Electronic Communications Code, wayleave agreements or international landing rights
• A fintech acquisition involves safeguarding obligations, open banking permissions or scheme membership that require specialist regulatory analysis for the SPA warranties and conditions
• A law firm acting on a telecoms or payments acquisition needs specialist regulatory input on the SPA, due diligence, and completion conditions
• The deal involves a PE-backed regulated business and the SHA needs regulatory provisions drafted by a specialist
• A cross-border transaction requires English regulatory law input on telecoms, data protection, or payments aspects

What we deliver

• Regulatory due diligence report: a structured assessment of the target’s regulatory permissions, obligations and compliance history under the Communications Act 2003, PSRs 2017 or EMRs 2011, delivered as a standalone report or integrated into your DD workstream
• SPA regulatory provisions: drafting or reviewing regulatory warranties, conditions precedent, indemnities and completion mechanics to ensure the transaction documents properly address regulatory risk
• Licence and authorisation transfer advice: the mechanics of transferring General Conditions obligations, FCA authorisations or PSR registrations on change of control, including notification timelines and any conditions that must be satisfied before completion
• NSI Act mandatory notification assessment: analysis of whether the acquisition triggers a mandatory notification under the National Security and Investment Act 2021 and, if so, preparation of the notification filing
• Regulatory risk briefing: a concise briefing for the deal team or investment committee on the regulatory environment affecting the target, including enforcement history, pending regulatory change and the commercial implications of regulatory risk
• Post-completion integration plan: guidance on combining regulated entities, transferring licences and maintaining regulatory compliance during the integration period, with a timetable for regulatory steps that must follow completion
• Scheme and infrastructure analysis: review of payment scheme memberships, interconnection agreements, network sharing arrangements and spectrum licence conditions as part of the transaction, identifying any consents or notifications required from third parties

Rob Bratby regularly acts as specialist co-counsel on regulated transactions, bringing experience from Oftel, Ofcom and General Counsel roles at TelXL and UK Payments Initiative. Bratby Law is ranked in Chambers UK (Band 2) for telecoms and as a Legal 500 Leading Partner.

Need specialist regulatory co-counsel for your transaction?

If your firm is running a deal with a telecoms, data protection or payments overlay, we can provide the regulatory co-counsel input your team needs. We work within your deal structure and timeline. Schedule an initial call to discuss how we can support your transaction.

Related specialist co-counsel pages

See also our other specialist co-counsel pages:

• Consultant Support
• English Law Local Counsel
• Specialist Co-counsel (overview)

Representative experience

Recent and representative matters include:

• Provided the regulatory workstream on a fibre network acquisition for the lead advisor, covering regulatory authorisation, Code rights analysis and regulatory condition precedent drafting within the deal timetable.
• Acted as specialist counsel on the payments regulatory aspects of a fintech acquisition, advising on FCA change of control requirements and identifying a safeguarding issue that required pre-completion remediation.
• Supported the regulatory DD workstream on a PE investment in an MVNO, covering General Conditions compliance, number portability and telecoms security obligations that the lead advisor’s team did not have capacity to assess.
• Provided UK GDPR specialist input on a cross-border data business acquisition, advising on transfer impact assessments and restructuring processor arrangements to achieve post-completion compliance.
• Acted as co-counsel on a network sharing joint venture, delivering the regulatory approvals analysis and competition law assessment alongside the lead advisor’s corporate and commercial workstreams.

Frequently asked questions about transactions co-counsel

How does co-counsel engagement work in practice?

We join your deal team as specialist regulatory co-counsel. You retain conduct of the transaction. We attend deal calls where regulatory issues arise, draft or review the regulatory sections of transaction documents, and deliver our advice directly to the team. Our work integrates with your deal timetable and reporting structure.

What types of transactions do you advise on?

Telecoms and payments M&A, PE investments in regulated targets, network sharing and MVNO agreements, subsea cable transactions, digital infrastructure projects, fintech acquisitions and JVs. The common thread is a regulatory overlay under the Communications Act 2003, the PSRs 2017 or related legislation that requires specialist input alongside the corporate workstream.

Do you act for the buyer or the seller?

Both. We act as regulatory co-counsel for acquirers, targets, sellers and investors. The instruction is typically to provide the regulatory analysis that feeds into the deal documentation, regardless of which side of the transaction your client sits on.

How do you handle conflicts with other co-counsel instructions?

We run conflict checks at the outset of every instruction. As a specialist boutique, we do not act for multiple parties on the same transaction. Where a potential conflict exists, we raise it immediately and decline the instruction if it cannot be managed.

What is the typical fee structure for transactions co-counsel?

We work on an hourly rate, fixed fee or capped fee basis depending on the scope of the regulatory workstream. For due diligence reports, we typically agree a fixed fee at the outset. For ongoing transaction support, we agree an hourly rate with a budget estimate.

What clients say about Bratby Law:

Independent directory rankings

Our specialist expertise is recognised in major independent legal directories:

• Chambers & Partners: Rob Bratby is ranked as a band 2 lawyer 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 as a Global Elite Thought Leader for data: Lexology