Transactions
Regulatory expertise for telecoms, data and payments sector deals
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 years’ City law transaction experience with deep sector expertise. We act as lead adviser on smaller deals and as specialist co-counsel alongside City and US firms on larger transactions.
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 over mergers that meet the turnover or share of supply thresholds. 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 require FCA notification of changes in qualifying holdings. The UK GDPR governs data processing across deal structures where integration plans centralise customer data or restructure vendor arrangements. The practical question is always: which regulatory regimes apply to this deal, and how do they constrain structure, timing and integration?
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 nine core transaction categories across telecoms, data and payments sectors.
Why specialist transaction advice matters
Deals in telecoms, data and payments fail or underperform for two reasons. The first is regulatory: due diligence done at the wrong depth leaves obligations unspotted, deal structure fails under regulatory scrutiny, or post-completion integration triggers requirements that the corporate team did not anticipate. The second is commercial: the deal team does not understand the sector well enough to value assets correctly, negotiate with informed counterparties or plan integration that works 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.
Our unique perspective on transactions
Bratby Law’s transaction advice is shaped by three distinct perspectives.
The Regulator’s Perspective
Regulators assess transactions through a compliance lens. The CMA reviews mergers for competition effects, consulting Ofcom on spectrum and access issues. Ofcom monitors whether the buyer can maintain compliance post-completion. The ICO reviews data processing arrangements. The FCA assesses whether new ownership affects authorisation conditions. Rob Bratby’s Oftel secondment gives direct insight into how regulators approach these assessments.
The Operator’s Perspective
Four current fractional GC appointments at TOTSCo, UKPI, TelXL and Core Communication give direct visibility of how these businesses operate, what drives commercial decisions and where regulatory obligations intersect with operational reality. That includes deal contexts: an operator’s ability to change suppliers, consolidate systems or restructure is shaped by both commercial agreements and regulatory conditions.
The Advisor’s Perspective
Rob Bratby has spent 30 years advising on transactions in these sectors at leading UK and US City law firms. He combines sector knowledge with commercial discipline: knowing when regulation drives deal structure and when it does not, identifying the issues that affect deal value and those that are noise. Whether advising directly or as co-counsel, sector and regulatory analysis integrates into the deal timetable from the outset.
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.
Our transaction credentials
Chambers UK ranks Bratby Law in Band 2 for Telecoms Regulation. The Legal 500 ranks Rob Bratby as a Leading Partner. Lexology recognises him as a Global Elite Thought Leader. His transaction practice is underpinned by 30 years at leading UK and US City law firms, a one-year secondment to Oftel from Baker and McKenzie, 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. Most generalist corporate practices treat regulatory input as a checkbox rather than a deal-shaping discipline.
| 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 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. |
Recent transaction insights
- Does Your Regulated Business Need a Fractional General Counsel?
- What Does the CMA Do? A Guide to the UK’s Competition Regulator
- Ofcom’s Plan of Work 2026/27: What It Means for Telecoms Investment and Transactions
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.
Need specialist regulatory transaction advice?
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?
CMA merger review (Phase 1) typically takes 40 working days, extendable to Phase 2. NSIA mandatory notifications take 30 working days for initial review, extendable. FCA qualifying holdings notifications take 60 working days, extendable. Closing conditions should reflect realistic regulatory approval timelines.
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 advisers 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 and Payments 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 – 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
