Transactions
Contracts and commercial agreements across telecoms, data and payments
Businesses operating in the telecoms, payments and digital infrastructure sectors are subject to sector-specific regulatory frameworks: the Communications Act 2003 and Electronic Communications Code for telecoms assets, the Payment Services Regulations 2017 for payment businesses, and the Data Protection Act 2018 and UK GDPR for data-driven services. General commercial contracting does not address the regulatory perimeter questions, security obligations, interconnection rights, spectrum licences, jurisdictional restrictions and data processing requirements that shape deal structure and risk allocation in these sectors.
Regulatory risk in these sectors runs through every stage of a deal: from perimeter analysis and due diligence through to completion conditions, warranty schedules and post-completion integration. A general corporate practice will handle the commercial mechanics but may not identify the regulatory consents, notification obligations or compliance liabilities that determine whether a transaction can proceed on the intended terms.
Bratby Law advises on the full range of transactions, combining sector-specific regulatory insight with experience across network, cloud, payments infrastructure and technology projects. Transactional risk in this sector is rarely abstract: it arises from the physical and logical layers of networks, commercial incentives, regulatory obligations and the operational realities of carriers, platforms and cloud providers.
The firm brings an end-to-end perspective shaped by regulatory experience at Oftel, senior in-house roles within telecoms operators and partner-level advisory work on major transactions and infrastructure projects. This enables clients to progress negotiations with clarity, anticipate regulatory constraints and secure agreements that reflect commercial realities.
Clients instruct us on transactions ranging from wholesale network access and MVNO agreements to subsea infrastructure, SaaS licensing, digital infrastructure projects, joint ventures and M&A. The focus is consistent throughout: accurate risk analysis, technically informed drafting and commercially workable outcomes.
What clients ask
- How do regulatory obligations shape transaction structure and drafting?
- What are the operational and technical risks that need allocation?
- How do security, resilience and data governance rules affect commercial terms?
- How do we structure network-sharing, interconnection or wholesale access arrangements?
- How do we manage cross-border infrastructure and regulatory risk?
- What is market standard for liability, service levels, data treatment and exit?
The legal framework for regulated-sector transactions
Transactions in the telecoms, data and payments sectors engage regulatory requirements that go beyond standard corporate and commercial law. The legal framework for these transactions draws on multiple statutory instruments, and the regulatory dimension frequently determines deal structure, timeline and risk allocation.
Corporate transactions are governed by the Companies Act 2006, which sets out the framework for share transfers, corporate governance, directors’ duties and shareholder protections. Joint ventures, shareholder agreements and corporate restructuring engage company law, partnership law and, depending on the structure, the Partnership Act 1890 or the Limited Partnerships Act 1907.
Merger control operates at two levels. The Enterprise Act 2002 gives the Competition and Markets Authority (CMA) jurisdiction to review mergers that meet the turnover test (target UK turnover exceeding £70 million) or the share of supply test (combined share of supply of 25% or more). The National Security and Investment Act 2021 (NSI Act) introduced a mandatory notification regime for acquisitions of entities in 17 specified sectors, including communications. Telecoms entities with UK turnover of £50 million or more require mandatory notification. The government has consulted on expanding mandatory notification to cover all submarine cable systems and cable landing stations without a turnover threshold.
Telecoms transactions engage sector-specific regulatory requirements under the Communications Act 2003, including notification obligations, General Conditions compliance, spectrum licensing, Electronic Communications Code rights and obligations, and the implications of SMP conditions on merged entities. The Telecommunications (Security) Act 2021 imposes additional vendor governance and supply chain security obligations that must be assessed in any transaction involving a public electronic communications network or service.
Payments transactions engage the Payment Services Regulations 2017 and Electronic Money Regulations 2011, including FCA notification requirements on changes of control, safeguarding obligations and the implications of regulatory authorisation status for deal structure and valuation. Scheme governance obligations, PSR directions and participant contractual arrangements add further complexity.
Data transactions are subject to the UK GDPR and the Data Protection Act 2018. The transfer of personal data as part of a transaction (including in due diligence) requires a lawful basis, and data protection impact assessments may be needed for high-risk processing. Cross-border transactions must address international transfer mechanisms, adequacy decisions and, where applicable, supplementary measures.
Our expertise
How we help
Our experience
Bratby Law has advised on regulated-sector transactions for over 30 years, spanning operator-side roles, international law firm practice and specialist boutique advisory. That experience covers the full transaction lifecycle: structuring, regulatory due diligence, negotiation, drafting and post-completion integration, across telecoms, payments, data and digital infrastructure.
Experience includes operator-side negotiations, regulatory engagement, industry-wide infrastructure programmes and major cross-jurisdictional contracting mandates.
Representative transactions experience
Recent and representative transactions include:
- Advising on wholesale interconnection and access agreements for a UK telecoms operator, including commercial terms, regulatory obligations and dispute resolution provisions.
- Regulatory due diligence and transaction support on the acquisition of a fibre infrastructure business, covering Electronic Communications Code rights, Ofcom General Conditions compliance and wayleave portfolio analysis.
- Drafting and negotiating SaaS and cloud services agreements for a telecoms platform provider, including data processing terms, service levels, liability allocation and UK GDPR compliance.
- Advising a PE investor on the regulatory aspects of an investment in an FCA-authorised payment institution, including change in control requirements, safeguarding adequacy and post-completion regulatory integration.
- Structuring and negotiating network-sharing and co-location agreements for a digital infrastructure provider, addressing site access, capacity allocation, operational risk and termination provisions.
- Advising on data commercialisation and licensing arrangements for a telecoms operator, including lawful basis assessment, data minimisation, controller/processor allocation and commercial terms.
Executing Complex Transactions
We support the execution of complex transactions by operating as an integrated part of your in-house or project team. Whether the matter involves digital infrastructure, SaaS, MVNO arrangements, network-sharing, data licensing or cross-border telecoms commercial contracting, we bring sector-specific experience that accelerates progress and reduces risk.
Our approach prioritises clarity, accountability and speed. We deploy structured project plans, early legal and regulatory issue-spotting, and disciplined workstreams to ensure negotiations move efficiently towards completion. Consistent communication keeps decision-makers aligned and ensures that commercial, technical and regulatory considerations remain fully integrated.
Where specialist expertise is required, we work effectively with local counsel, financial advisors, technical consultants and other stakeholders to deliver transactions. This coordinated model maintains momentum, safeguards your negotiating position and supports a smooth, confident path to closing.
Key regulatory developments affecting transactions
Several recent and forthcoming regulatory changes have material implications for transactions in the telecoms, data and payments sectors.
National Security and Investment Act reviews
The NSI Act mandatory notification regime has been in operation since January 2022. Communications is one of the 17 mandatory notification sectors. In 2025, the government consulted on expanding the scope of mandatory notification for submarine cable systems and cable landing stations by removing the £50 million turnover threshold for these critical infrastructure assets. Acquirers of telecoms and digital infrastructure businesses must assess NSI Act notification requirements as a threshold step in transaction planning.
FCA change of control requirements
Transactions involving FCA-authorised payment institutions, e-money institutions or firms with Part 4A permissions engage the FCA’s change of control notification requirements under section 178 of the Financial Services and Markets Act 2000. The FCA must be notified in advance of any proposed acquisition of control, and approval must be obtained before completion. The assessment criteria include the suitability of the acquirer, the financial soundness of the acquisition and the impact on the firm’s ability to meet its regulatory obligations.
Digital Markets, Competition and Consumers Act 2024
The Digital Markets, Competition and Consumers Act 2024 introduced a new digital markets regime and reforms to CMA merger review powers. The Act gives the CMA enhanced powers to impose conduct requirements on firms designated as having strategic market status, and broadens the CMA’s jurisdiction over mergers in digital markets. Transactions involving digital platforms, online services or data-rich businesses should assess whether the new regime affects deal structure, regulatory clearance timelines or post-completion obligations.
Our unique perspective on transactions
Our transactions practice draws on a combination of regulatory, operator and private-practice experience that enables us to execute deals with regulatory precision and commercial pragmatism.
The Regulator’s Perspective
Work at Oftel, the predecessor to Ofcom, provides first-hand understanding of how regulators assess transactions in regulated sectors, including the conditions they may impose, the information they require and the timelines they apply. That background informs how we structure transactions to anticipate and address regulatory scrutiny.
The Operator’s Perspective
Senior in-house and General Counsel roles within telecoms operators and industry joint ventures provide practical experience of executing transactions from the operator side, including structuring network-sharing arrangements, managing integration of regulated businesses, and negotiating commercial terms that reflect operational reality.
The Advisor’s Perspective
As a former partner at international law firms, Rob Bratby has led and advised on complex transactions across the telecoms, technology and digital infrastructure sectors in multiple jurisdictions, including M&A, joint ventures, private equity investments, network-sharing agreements and subsea cable projects. That experience informs the firm’s approach to deal structuring, risk allocation and regulatory clearance.
This combination gives clients access to a transactions lawyer who understands both the legal requirements and the commercial dynamics of regulated-sector deals.
Why a specialist boutique for transactions?
Transactions in the telecoms, data and payments sectors require more than standard corporate legal skills. They require regulatory depth in the specific sector, practical understanding of how regulated businesses operate, and the ability to integrate regulatory risk into deal structuring and documentation.
| Bratby Law | Generalist or City firm |
|---|---|
| Regulatory depth across telecoms, data and payments | Regulatory input sourced from a separate team or external specialist |
| Operator-side experience of deal execution in regulated sectors | Advisory-only perspective without operator grounding |
| Senior delivery on every matter, no delegation | Work delegated to teams of varying seniority |
| Integrated regulatory and transactional advice in a single engagement | Regulatory and corporate workstreams managed separately |
| Predictable, flexible engagement models | High minimum fees and rigid structures |
Engagement models include direct instruction, specialist co-counsel and fractional general-counsel support.
Recent transactions insights
- Ofcom’s Plan of Work 2026/27: What It Means for Telecoms Investment and TransactionsOfcom’s Plan of Work 2026/27 shapes telecoms investment, altnet consolidation and compliance. Analysis of what it means for operators and dealmakers.
- UK Fibre Consolidation: What the Nexfibre Deal, the SSP and the Access Review Mean for TransactionsThe Nexfibre-Netomnia deal, the government Statement of Strategic Priorities and Ofcom Telecoms Access Review 2026-31 together set the framework for UK fibre infrastructure transactions. What advisors and investors need to know about deal structuring in a consolidating market.
- New UK foreign investment law to impact telecoms, digital and data transactionsSummary By the end of 2021, many corporate transactions in the communications, data infrastructure, artificial intelligence, satellite and space technologies sectors (and some others) will be subject to mandatory notification to, and national security review by, the UK government. Implementation timetable The National Security and Investment Act 2021 (“Act“) became part of UK law on…
View all transactions insights
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How we work
Clients work with Bratby Law in three ways: direct matter-specific advice, specialist co-counsel support, and longer-term fractional general counsel engagements. Whether you need regulatory input on a discrete transaction, co-counsel support alongside your corporate legal team, or ongoing transactional capacity across your regulatory portfolio, each model is structured to deliver senior, technically informed guidance aligned to commercial, operational and regulatory priorities.
Do I need to notify the government under the NSI Act?
If the target entity operates in one of the 17 mandatory notification sectors under the National Security and Investment Act 2021, including communications, the acquirer must notify the Investment Security Unit before completing the transaction. Completion without mandatory notification renders the transaction void. For telecoms entities with UK turnover exceeding £50 million, notification is mandatory. The government is also consulting on removing the turnover threshold for submarine cable systems and cable landing stations.
What regulatory approvals are needed for acquiring a payments firm?
Acquiring control of an FCA-authorised payment institution or electronic money institution requires prior notification to the FCA under section 178 of the Financial Services and Markets Act 2000. The FCA assesses the suitability of the acquirer and the impact on the firm’s compliance with the PSRs 2017 or EMRs 2011. Approval must be obtained before completion. Failure to notify can result in the FCA objecting to the transaction or imposing conditions.
How does Bratby Law integrate regulatory advice into transactions?
We provide integrated regulatory and transactional advice in a single engagement, rather than operating regulatory and corporate workstreams separately. This means regulatory risk is factored into deal structure, pricing, warranties, indemnities and completion conditions from the outset. Our experience spans telecoms, data protection and payments regulation, so we identify sector-specific regulatory issues that generalist corporate lawyers may not anticipate.
Also see
- Telecoms Regulation
- Data Protection and Governance Lawyers
- Fractional General Counsel
- Specialist Co-counsel
- Specialist UK Telecoms, Data and Payments Regulation Lawyers
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Frequently asked questions
What types of transactions does Bratby Law advise on?
Bratby Law advises on the full spectrum of transactions across telecoms, data and payments, including mergers and acquisitions, SaaS and cloud contracts, MVNO and wholesale arrangements, data licensing, digital infrastructure projects and investment transactions. Our focus is on complex commercial and regulated matters where specialist sector expertise adds measurable value.
How does Bratby Law add value in complex transactions?
We combine deep industry knowledge with specialist regulatory insight across telecoms, data protection. This enables us to identify legal and regulatory risk early, structure agreements clearly and support negotiation strategies that maximise value. Our clients benefit from senior-level guidance throughout the lifecycle of transactions.
Can Bratby Law support international transactions?
Yes. We regularly support clients with cross-border transactions across Europe, the Middle East and Asia. We coordinate with local counsel, manage regulatory interfaces and ensure that commercial, technical and regulatory requirements are properly aligned across jurisdictions.
What sectors does Bratby Law work with?
Our clients include telecoms operators, digital infrastructure providers, payment service providers, fintechs, cloud and SaaS companies, investors, wholesale providers and technology-enabled businesses. We support organisations operating in regulated, data-intensive or high-growth markets requiring specialist advice on transactions.
What is Bratby Law’s approach to deal execution?
We apply a structured, commercially-focused approach. This includes clear project plans, early issue-spotting, streamlined workstreams and consistent communication. Our priority is to align legal terms with commercial objectives so that transactions progress efficiently and with controlled risk.
How can Bratby Law assist during due diligence?
We provide targeted due diligence across telecoms regulation, data protection, payments regulation, contractual frameworks, licensing, interoperability, governance and commercial risk allocation. Our due diligence supports confident investment decisions and reduces uncertainty during transactions.
How do I engage Bratby Law for transaction support?
You can contact Bratby Law directly through the website to arrange a consultation. We scope requirements at the outset and offer clear, predictable engagement models, including direct legal advice, specialist co-counsel and fractional general counsel support. We frequently work alongside larger law firms to provide sector-specific expertise in telecoms, data and payments transactions.
Transactions
Contracts and commercial agreements across telecoms, data and payments