Transactions
Regulatory expertise for telecoms, data and payments sector deals
If you are acquiring, investing in, or restructuring a business in the telecoms, data or payments sectors, the regulatory environment will shape the deal. Telecoms, data and payments transactions require industry knowledge and regulatory awareness that generalist corporate teams do not have. Deal structure, timeline and risk depend on the Companies Act 2006, the Enterprise Act 2002 and the National Security and Investment Act 2021, and on sector-specific regulation. Rob Bratby has more than 30 years of transaction experience in these sectors, and our transaction work draws directly on our telecoms, data protection and payments regulatory work. We act as direct legal advisor on specific matters, as specialist co-counsel alongside City and US firms on larger transactions, and as fractional general counsel where a client needs ongoing senior input.
Private equity deal teams and corporate development leads instruct us directly. Corporate partners at large UK and US law firms instruct us as co-counsel on the deal, white-label or under our own name, so that the regulatory workstream sits inside their team. We carry out regulatory due diligence on telecoms, data protection and payments targets, identify the issues that affect value or deliverability, and draft the conditions, warranties and disclosures that allocate that risk between the parties. We handle CMA, NSI Act and sector-specific clearances as part of the transaction, from the start.
The regulatory framework
Every transaction in these sectors sits within a legal framework that combines general corporate and competition law with sector-specific regulation. Corporate structure, directors' duties and shareholder rights fall under the Companies Act 2006. Under section 23 of the Enterprise Act 2002 the CMA has jurisdiction over a merger meeting the 100 million pound turnover test, the share of supply test with its 10 million pound turnover limb, or the acquirer-focused test in force since 1 January 2025 under the Digital Markets, Competition and Consumers Act 2024. Under the National Security and Investment Act 2021, acquisitions involving communications, data infrastructure and certain other sectors are subject to mandatory notification. NSIA clearance runs in parallel with competition review and can determine deal timeline.
Not every transaction in these sectors triggers sector-specific regulation. A PE acquisition of a software business serving telecoms customers may raise no regulatory issues at all. But where the target is itself a regulated entity, sector regulation shapes the deal. A telecoms operator has ongoing obligations under the Communications Act 2003, and a buyer inherits them from day one. Under the Payment Services Regulations 2017 the fitness of qualifying holders is a condition of authorisation, and, because paragraph 5 of Schedule 6 applies Part 12 of the Financial Services and Markets Act 2000, a person acquiring control of an authorised payment institution must notify the FCA before doing so. The UK GDPR (as it applies in UK law) applies to data processing in a deal where integration plans centralise customer data or restructure vendor arrangements. Which regimes apply to a given deal, and how they constrain structure, timing and integration, determines the shape of the transaction.
Industry context matters as much as regulation. Telecoms M&A involves spectrum, numbering assets and infrastructure sharing arrangements that have commercial value independent of regulatory obligation. Payments transactions turn on scheme participation, safeguarding arrangements and operational resilience. Digital infrastructure deals involve construction contracts, wayleave agreements and long-term capacity commitments.
What we advise on
The ten transaction categories below cover the telecoms, data and payments sectors.
Why specialist transaction advice matters
Due diligence at the wrong depth misses obligations, produces a deal structure that fails under regulatory scrutiny, and leads to an integration that brings requirements the corporate team did not foresee. A deal team that does not know the sector also values assets wrongly, negotiates against better-informed counterparties and plans an integration that does not work operationally. Both risks are present whether the deal is fully regulated or not. A fibre network acquisition involves wayleave obligations, duct access rights and build contracts that require industry knowledge, not just regulatory analysis.
Three perspectives on a transaction
We draw on three perspectives in transaction work.
The Regulator's Perspective
Each regulator engages with a transaction on its own statutory footing. The CMA decides whether a merger meets the section 23 thresholds and whether it substantially lessens competition. Ofcom holds Competition Act 1998 powers concurrently with the CMA under section 371 of the Communications Act 2003, and a transfer of rights under a wireless telegraphy licence is void unless made in accordance with regulations Ofcom makes under section 30 of the Wireless Telegraphy Act 2006. The FCA assesses a proposed controller under Part 12 of the Financial Services and Markets Act 2000. The Information Commission does not review transactions, but a buyer inherits the target's controller obligations under the UK GDPR from completion. Rob saw on secondment at Oftel how a regulator approaches these assessments.
The Operator's Perspective
Through four current fractional GC appointments, at TOTSCo, UKPI, TelXL and Core Communication, Rob sees how these businesses operate, what drives their commercial decisions and where regulatory obligations meet day-to-day operations. That includes deals: whether an operator can change suppliers, consolidate systems or restructure depends on its commercial agreements and its regulatory conditions.
The Advisor's Perspective
Rob Bratby has spent more than 30 years advising on transactions in these sectors. He knows when regulation drives deal structure and when it does not, and which issues affect deal value and which are noise. Whether he advises directly, as co-counsel or as fractional general counsel, he builds sector and regulatory analysis into the deal timetable from the outset.
Clients get transaction advice based on how these sectors and their regulatory frameworks work in practice.
Our transaction credentials
Chambers UK ranks Rob Bratby in Band 2 for Telecommunications. The Lexology Index recognises him as a Global Elite Thought Leader for telecoms and media, and as a Thought Leader for data privacy and protection. He has more than 30 years' experience in private practice at UK and US City law firms (including a one-year secondment to Oftel from Baker McKenzie), in senior in-house roles at UK telecoms operators, and since 2020 at Bratby Law, where he holds four current fractional General Counsel appointments at regulated telecoms and payments businesses.
Why a specialist boutique?
Regulatory input is most useful when it starts with the deal. Input added as a separate workstream late in a deal cannot shape the structure it is reviewing.
| Factor | Bratby Law | Alongside a deal firm’s team |
|---|---|---|
| Regulatory insider perspective | Rob was seconded to Oftel and holds four current fractional GC appointments, so he knows how Ofcom, the FCA and the CMA assess transactions. | The deal firm gains our experience of how Ofcom, the FCA and the CMA assess transactions, inside its own deal team. |
| Sector focus and depth | Rob advises across telecoms, data protection and payments regulation, and on how those regimes interact in a single transaction. | The deal firm keeps its corporate, finance and competition coverage; we add telecoms, data and payments regulation as one workstream. |
| Senior partner delivery | Rob Bratby, Managing Partner, with more than 30 years' transaction experience, gives the advice himself, from diligence through to post-completion. | The corporate team keeps conduct of the deal; one senior specialist runs the regulatory workstream and reports to the lead partner. |
| Cost and engagement flexibility | We charge a fixed fee for the initial regulatory review. As co-counsel, we give large UK and US law firms regulatory depth inside their own deal team. | We act white-label or under our own name, and the deal firm keeps the client relationship. |
Recent transaction insights
- Public interest intervention notices: when ministers change merger law mid-deal
- CMA merger counterfactual: the rival bidder in nexfibre/Substantial
- Transferred loss after Forthwell: what group companies can recover
How we work
Bratby Law advises clients directly on specific matters as direct legal advisors, supports other legal teams as specialist co-counsel, and takes longer-term retained appointments as fractional general counsel. In each case a partner does the work; nothing is delegated.
Need specialist regulatory transaction advice?
See our Core Communication and TelXL case studies for examples of corporate transaction support alongside ongoing regulatory advisory.
Frequently asked questions about transactions
When should we engage a regulatory specialist on our transaction?
Before you brief corporate counsel on deal structure. At minimum, during due diligence scoping, so regulatory diligence is planned to uncover the right issues. If you engage one after deal structure is fixed, you will usually find regulatory issues late, when they cost more to resolve.
What does regulatory due diligence cover?
In regulatory DD we map the obligations and constraints that apply to the target and that will apply to the buyer post-close. That includes General Conditions, SMP conditions, spectrum licence conditions, FCA authorisation scope, data protection processing arrangements and PSR operator roles. We also flag where integration plans may bring regulatory requirements.
How does regulatory approval timeline affect deal timing?
The CMA must decide whether to refer a merger for a Phase 2 investigation within 40 working days of the start of the initial period under section 34ZA of the Enterprise Act 2002, and may extend that period under section 34ZB. A Phase 2 reference then runs to its own timetable. Under the National Security and Investment Act 2021 the Secretary of State must call in a notified acquisition or clear it within a review period of 30 working days under section 14(9), which cannot be extended; where an acquisition is called in, the initial assessment period under section 23 is 30 working days, extendable by a further 45 working days and then by agreement. The FCA has 60 working days to assess a change in control under section 189 of the Financial Services and Markets Act 2000, applied to payment institutions by Schedule 6 to the Payment Services Regulations 2017, and may interrupt that period once, for up to 20 working days or 30 where the notice-giver is outside the United Kingdom or Gibraltar. Closing conditions should reflect those periods.
Can we sound out the regulator before announcing a deal?
Yes. Informal pre-notification discussions with the CMA, FCA and the Investment Security Unit (for NSIA) are standard and useful. We can also engage informally with Ofcom on specific compliance questions. The regulator's informal view is not binding, but you can plan the approval timeline on it and learn of concerns early.
How should the SPA allocate regulatory risk?
That depends on regulatory DD findings. Where specific risks are identified, they should be allocated through warranties, indemnities and conditions precedent. An identified regulatory risk may need a specific indemnity. Regulators do not behave like contract counterparties, and the SPA should allocate risk on that basis.
What happens if the regulator raises concerns about deal structure?
Concerns fall into three categories: manageable through SPA conditions and integration planning (most common); formal regulatory approval required, adding timeline; or material changes to deal structure (rare). If you engage early, you learn of serious concerns early.
How does Bratby Law charge for transaction work?
We quote a fixed fee for an initial review of the target’s regulatory position once we have the documents, and scope later work individually. A first call scopes the work only. For co-counsel instructions alongside a corporate team, we agree fees with both the client and the lead firm at the outset. We agree scope and cost before work begins.
Can you advise on cross-border transactions?
We act on transactions where the UK regulatory dimension is material. For cross-border transactions, we advise on UK law, including EU frameworks and UK-EU divergence, and coordinate with specialist advisors in other jurisdictions. We do not advise on the law of EU member states or on US FCC matters.
How does the Specialist Co-counsel model work on transactions?
On larger transactions led by a City or US firm, we act as specialist co-counsel providing the regulatory and sector-specific input that the corporate team needs. We join the deal team, attend calls, contribute to due diligence reports and draft regulatory sections of the SPA. Fees are agreed with both the client and the lead firm at the outset. The lead firm retains conduct of the deal; we provide the regulatory depth, without duplicating the corporate workstream.
Also see
For the regulatory frameworks behind transactions in these sectors, see our pages on Telecoms Regulation, Data Protection, Payments Regulation and Digital Regulation. For information about our engagement models, see How We Work. For commentary on current regulatory developments, see Insights.
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
