Transactions co-counsel for the corporate and private equity teams of large UK and US law firms running deals for or against UK telecoms, data and payments businesses. 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 the Communications Act 2003 through to National Security and Investment Act 2021 mandatory notifications, FCA change-in-control approval and UK GDPR compliance in data business acquisitions. There is no change-of-control approval for a communications provider under the Communications Act 2003: Code powers are personal to the holder, so a share sale leaves them with the target and an asset buyer needs its own, and although Ofcom must decide within six months of receiving the completed application, the process takes 6 to 9 months in practice; on an asset sale the numbers are handed back to Ofcom and reallocated at its discretion. FCA authorisations and registrations do not transfer either: on a share sale of a payment or e-money institution the new controller needs FCA change-in-control approval under Part 12 of the Financial Services and Markets Act 2000, as applied by the Payment Services Regulations 2017 and the Electronic Money Regulations 2011, and on an asset sale the buyer must hold its own authorisation. 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

This service is for deal teams running a significant transaction where the target is regulated by Ofcom, the FCA or the PSR under UK telecoms or payments regulation, or depends for its value on personal data. We take the UK regulatory workstream, white-label or under our own name, and work within your deal team’s structure and timeline, so that your team keeps the deal.

Transaction type	Regulatory co-counsel input	Key regulatory regime
Telecoms M&A (operator, MVNO, infrastructure)	Whether any change of control notification or approval is required, and to which regulator; whether the buyer holds its own Code powers, which do not transfer, and assignment of Code agreements; numbering allocations; spectrum rights and trading; General Conditions compliance; NSI Act clearance	Communications Act 2003; National Security and Investment Act 2021
Payments and fintech M&A	FCA change-in-control approval (authorisations do not 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 (the buyer needs its own Code powers), wayleave assignment, 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 General Conditions compliance, Code powers, numbering and spectrum, and on which UK clearances the deal actually requires
• A PE fund is investing in a payments business and the investment committee needs written advice on regulatory status 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
• The corporate team of a large UK or US 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, so that regulatory risk is properly allocated in the transaction documents
• Licence, authorisation and clearance advice: what transfers, what does not, and what has to be cleared before completion, covering whether the buyer holds its own Code powers, which do not transfer, Code agreement assignment, numbering allocations, spectrum (which moves only by trade under section 30 of the Wireless Telegraphy Act 2006), the General Conditions position for communications providers, and FCA authorisations and registrations, with their 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, drawing on a secondment to Oftel from Baker McKenzie, senior in-house roles and more than 30 years advising on regulated transactions. Bratby Law is ranked in Chambers UK Band 2 (Telecommunications).

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. Book a call to scope the work. A first call scopes the work and the fee only; advice follows once the engagement is agreed.

Related specialist co-counsel pages

See also our other specialist co-counsel pages:

Specialist Co-counsel
Consultant Support
English Law Local Counsel
Disputes Co-counsel

Representative experience

Recent and representative matters include:

• Provided the English-law workstream on a subsea cable sale for an international operator, working alongside the lead advisers.
• 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 adviser’s team did not have capacity to assess.
• Advised on English-law security arrangements supporting a cross-border supply relationship, as special counsel to the supplier.
• Acted as co-counsel on a network sharing joint venture, delivering the regulatory approvals analysis and competition law assessment alongside the lead adviser’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. We work to your deal timetable and reporting lines.

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, whichever side of the transaction your client is 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 quote a fixed fee for an initial review of the target’s regulatory position once we have the documents. We bill work outside that fee by the hour, against a budget agreed with the instructing firm before the work starts. A first call scopes the work and the fee only.

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
• Lexology: Rob Bratby is recognised in the Lexology Index as a Global Elite Thought Leader for telecoms and media, and as a Thought Leader for data privacy and protection: Lexology