Subsea cable transactions are multi-party, multi-jurisdictional projects that require deep industry experience to structure, negotiate and document. The three core agreements (the Construction and Maintenance Agreement (C&MA) governing the consortium, landing agreements securing the cable’s connection to onshore infrastructure, and Indefeasible Rights of Use (IRUs) through which capacity is sold) each involve specialist commercial terms that only work if drafted by people who understand how cable systems operate. Consortium governance, fibre-pair allocation, maintenance cost sharing, capacity pricing, backhaul integration and landing station access all require industry context that generic commercial lawyers lack. The regulatory framework adds further complexity: Code Powers under the Electronic Communications Code, marine licensing under the Marine and Coastal Access Act 2009, foreshore licences from the Crown Estate, and potential security classification under the Telecommunications (Security) Act 2021. We advise on the commercial structuring, negotiation and documentation of subsea cable transactions, drawing on experience across cable systems in Europe, Africa and Asia.

Why subsea cables need specialist attention

The C&MA is the foundation agreement. It establishes the consortium, allocates construction costs, sets governance rules for maintenance and repair, determines fibre-pair allocations among consortium members and establishes the voting and decision-making structure for the life of the cable system (typically 25 years). The C&MA must address regulatory constraints from the outset: which consortium member holds Code Powers for the UK landing, who bears marine licensing and Crown Estate consent obligations, and how security classification under the TSA 2021 affects capacity allocation.

Landing agreements secure the cable’s connection to onshore infrastructure. Landing station operators need Code Powers under Schedule 3A of the Communications Act 2003 to occupy the landing station site. Without Code Powers, the operator has no statutory right to occupy the site. Landing agreements also address backhaul integration, connecting the submarine cable to the domestic terrestrial network.

IRU sales are the commercial layer. Capacity partners purchase indefeasible rights to use specific fibre pairs or wavelengths for a fixed term. IRU terms must reflect regulatory constraints: if the landing station is classified as critical infrastructure under the TSA 2021, IRU customers may face security vetting requirements that affect delivery timelines.

Where clients get it wrong

Parties often treat the C&MA, landing agreements and IRU sales as separate problems, with regulatory applications handled as an afterthought. This siloed approach creates four categories of failure.

First, C&MA governance does not reflect regulatory constraints. Consortium voting structures and fibre-pair allocation mechanisms are agreed without considering how TSA 2021 security classification affects which parties can access capacity, or how marine licence conditions constrain maintenance and repair operations.

Second, landing rights are not properly secured. The operator may hold a site lease but not Code Powers. If contested, dispute resolution through the county court or Upper Tribunal can take 12-18 months. Backhaul arrangements between the landing station and the domestic network must also be in place before the cable is ready for service.

Third, IRU sales are drafted without reference to regulatory constraints. Once security classification is applied under the TSA 2021, the operator cannot allocate capacity freely. IRU terms that do not address this create disputes when delivery is delayed by security vetting.

Fourth, marine licencing and Crown Estate consent are treated as formalities. Marine licences under the Marine and Coastal Access Act 2009 typically take 6-12 months to obtain and impose conditions on cable burial depth, environmental monitoring and notification that affect construction timelines and cost. The Crown Estate’s foreshore licence or seabed lease is a separate requirement for any cable within 12 nautical miles. Crown Estate terms include ongoing rent (subject to RPI and open market review) that must be reflected in the project’s financial model.

Data protection adds a fifth layer. Cables carrying traffic to jurisdictions without adequacy decisions create international transfer issues. If the landing station operator processes personal data in transit, it becomes a processor under UK GDPR. International transfer safeguards must be in place.

Common issue	Better approach
C&MA governance ignoring security classification	Governance reflecting TSA 2021 security constraints from inception
Landing site leases secured without Code Powers	Code Powers application filed before construction commitment
Marine licensing treated as a formality	Licensing strategy integrated into project timeline from the outset
IRU terms silent on security vetting delays	IRU capacity allocation reflecting regulatory delivery constraints
International transfer issues overlooked for non-adequacy routes	UK GDPR transfer mechanisms built into cable consortium agreements

What good looks like

A well-structured subsea cable transaction integrates the regulatory framework into all three core agreements from the outset. The C&MA reflects security classification constraints in its governance and fibre allocation provisions. Landing agreements secure Code Powers and backhaul arrangements before construction begins. IRU terms address regulatory constraints on capacity allocation.

Bratby Law advises on the full transaction structure: C&MA negotiation and governance, landing agreements including Code Powers applications, IRU frameworks reflecting regulatory constraints, marine licensing strategy, Crown Estate foreshore licence and seabed lease negotiations, and DSIT engagement on security classification. We advise on the international legal framework including ISTA/ICPC standards and bilateral cable agreements.

How Bratby Law helps

We advise cable operators, landing station operators, consortium members, capacity partners and infrastructure funders on the full lifecycle of subsea cable transactions. Our core work is commercial: C&MA negotiation and consortium governance, landing agreements, IRU frameworks, capacity pricing and backhaul integration. We bring industry context from decades of work on international cable systems. Where the transaction engages regulatory requirements (Code Powers, marine licensing, Crown Estate consent, security classification) we advise on those too, integrating them into the commercial structure rather than treating them as a separate workstream.

Frequently asked questions

Do we need Code Powers for a landing station?

You need Code Powers to occupy land for the landing station infrastructure. Code Powers are granted under Schedule 3A Communications Act 2003 by agreement with the landowner or, in disputed cases, through an application to the county court or Upper Tribunal (Lands Chamber).

How long does marine licensing take?

Marine licences from the Marine Management Organisation typically take 9-12 months. If the cable route passes through an area of environmental sensitivity, the timeline may extend to 15-18 months.

What happens if our cable is classified as critical national infrastructure?

The TSA 2021 requires operators of critical national infrastructure to implement security measures including asset classification, risk assessment and incident response. You must comply from entry into service. Security compliance costs should be factored into your operating budget.

What data protection issues arise from subsea cables?

Cables carrying traffic to jurisdictions without adequacy decisions create international transfer issues. If you process personal data in transit, you must establish appropriate safeguards (SCCs, BCRs). The ICO can enforce against unlawful transfers.

Should we engage with DSIT before or after marine licensing?

Engage with DSIT early in the project planning stage. Security classification affects your operational model, supplier management and cost structure. DSIT engagement should run in parallel with marine licensing applications.

Related transactions pages

See also our other transactions pages:

• Mergers and Acquisitions
• Private Equity
• SaaS and Cloud Services
• MVNOs and MVNEs
• Interconnection, Peering and Access Agreements
• Network Sharing and Co-location Agreements
• Digital Infrastructure Projects
• Data Commercialisation and Licensing
• NSIA Clearances

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