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. Not every deal in these sectors is regulated, but every deal is shaped by the regulatory environment in which the target operates. The Companies Act 2006, the Enterprise Act 2002 and the National Security and Investment Act 2021 apply alongside sector-specific regulation to determine deal structure, timeline and risk. Bratby Law combines 30 plus years' City law transaction experience with deep sector expertise. Transactions sit alongside our work in telecoms regulation, data protection and payments regulation, and draw directly on that regulatory work. We work with clients in three ways: 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 ongoing senior input is required.

You should instruct us if you are a private equity deal team, a corporate development lead or a City corporate team that needs a sector regulatory specialist embedded in a transaction, rather than a separate regulatory silo that slows the deal down. 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. CMA, NSI Act and sector-specific clearances are handled as part of the transaction rather than discovered late in it.

The regulatory framework

Every transaction in these sectors sits within a legal framework that combines general corporate and competition law with sector-specific regulation. The Companies Act 2006 governs corporate structure, directors' duties and shareholder rights. The Enterprise Act 2002 gives the CMA jurisdiction under section 23 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 that the Digital Markets, Competition and Consumers Act 2024 added on 1 January 2025. The National Security and Investment Act 2021 adds a mandatory notification regime for acquisitions involving communications, data infrastructure and certain other sectors. 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. The Communications Act 2003 imposes ongoing obligations on telecoms operators that a buyer inherits from day one. The Payment Services Regulations 2017 make the fitness of qualifying holders a condition of authorisation, and paragraph 5 of Schedule 6 applies Part 12 of the Financial Services and Markets Act 2000 so that 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) governs data processing across deal structures 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. Understanding the commercial dynamics of these sectors is as important as knowing the regulatory framework.

What we advise on

We advise on ten core transaction categories across telecoms, data and payments sectors.

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Why specialist transaction advice matters

Due diligence done at the wrong depth leaves obligations unspotted, deal structure fails under regulatory scrutiny, and post-completion integration triggers requirements the corporate team did not anticipate. 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. Understanding how regulators think, how operators work, and how these sectors function commercially is the foundation of effective transaction advice.

Three perspectives on a transaction

Bratby Law's transaction advice is shaped by three distinct perspectives.

This combination of regulator, operator and advisor perspective gives clients access to practical, confident transaction advice grounded in how these sectors and their regulatory frameworks actually work.

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Our transaction credentials

Chambers UK ranks Rob Bratby in Band 2 for Telecommunications. The Legal 500 lists him as a Leading Partner for Telecoms in London. 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. His transaction practice is underpinned by 30 plus years across leading UK and US City law firms, a one-year secondment to Oftel from Baker McKenzie, senior in-house roles at UK telecoms operators, and four current fractional General Counsel appointments at regulated telecoms and payments businesses.

Why a specialist boutique?

Regulatory expertise in transactions adds most value when it is embedded from the outset, not bolted on as a separate workstream. Regulatory input added as a separate workstream late in a deal cannot shape the structure it is reviewing.

Factor	Bratby Law	Generalist corporate and City firm practices
Regulatory insider perspective	Oftel secondment and four ongoing fractional GC appointments. Direct experience of how Ofcom, FCA, ICO and CMA assess transactions.	Regulatory input sourced from separate teams or external consultants. Limited integration with deal strategy.
Sector focus and depth	Deep expertise across telecoms, data protection and payments regulation. Understands how multiple regulatory regimes interact in a single transaction.	Regulatory input is horizontal. Sector-specific knowledge is thin. Telecoms, data and payments treated as separate workstreams without integration.
Senior partner delivery	Advice delivered by Rob Bratby, Managing Partner with 30 plus years' transaction experience. Continuity from diligence through to post-completion.	Regulatory workstream staffed separately from corporate team. Senior regulatory partner involvement is limited.
Cost and engagement flexibility	Boutique pricing. Co-counsel model allows City firms to access regulatory depth without full-service cost.	Regulatory input priced as additional billable hours on top of the corporate mandate.

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Recent transaction insights

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  Section 60A Competition Act: the gap in UK law caused by the new EU Article 102 (Abuse of dominance) Guidelines replacing pre-Brexit EU Guidelines4 September 2026
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  The NSI Act annual report 2025-26: what it means for data infrastructure and telecoms deals20 July 2026
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  Section 172 good faith governs conduct as well as belief: Saxon Woods v Costa15 July 2026

How we work

Bratby Law works with clients in three ways: as direct legal advisors on specific matters, as specialist co-counsel supporting other legal teams, and as fractional general counsel on a longer-term retained basis. Each model delivers partner-level input without delegation.

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. Engaging after deal structure is fixed typically means regulatory issues are discovered late and are more expensive to resolve.

What does regulatory due diligence cover?

Regulatory DD maps 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, ICO processing arrangements and PSR operator roles. It also flags where integration plans may trigger 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, section 23 gives an initial assessment period of 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 valuable. We can also engage informally with Ofcom on specific compliance questions. The regulator's informal view is not binding but calibrates your approval timeline and surfaces 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. SPA risk allocation should reflect regulatory reality, not assume regulators behave like contract counterparties.

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). Early engagement surfaces serious concerns early.

How does Bratby Law charge for transaction work?

We scope each instruction individually and work on a fixed-fee basis for defined deliverables. For co-counsel instructions alongside a corporate team, we agree fees with both the client and the lead firm at the outset. We are transparent about scope and cost before work begins.

Can you advise on cross-border transactions?

We advise on transactions where the UK regulatory dimension is material. For cross-border transactions, we advise on UK regulation and coordinate with specialist advisors in other jurisdictions. We do not advise on EU regulation or 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 integrate into 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. This model gives clients access to specialist expertise without duplicating the corporate workstream.

Also see

Our related pages on Telecoms Regulation, Data Protection, Payments Regulation and Digital Regulation explore the regulatory frameworks that underpin transactions in these sectors. 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
• The Legal 500: Rob Bratby is listed as a Leading Partner for Telecoms in London (TMT: IT and Telecoms). The Legal 500
• 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