A legal function that moves with the business.

How it was structured

Ventures, IP, people, governance

• 01Strategic transactions and joint venturesA venture that does not block the group's exit

  A major workstream was structuring a new joint venture with a strategic commercial partner: drafting and negotiating the initial commercial framework, preparing the shareholders' agreement, structuring governance and board control, defining future funding obligations, negotiating non-compete protections, addressing operational and resource commitments, preparing implementation documents and coordinating with accountants and other advisers.

  Particular focus went on protecting the group's strategic influence, limiting open-ended funding exposure, avoiding operational ambiguity and preserving flexibility on a future group sale. Exit provisions were structured so the joint venture could grow without becoming an obstacle to a later transaction involving the wider group.

• 02Technology and IP ownershipWho actually owns what is being built?

  The group was acquiring and developing proprietary technology using external contractors, which raised the critical ownership question. Work covered contractor agreements, IP assignment documentation, documenting the acquisition of existing technology, securing ownership of underlying rights, addressing future development, dealing with knowledge transfer and ensuring continued development did not undermine ownership.

  Technology created outside the traditional employee model became a clearly owned corporate asset — reducing the risk of ownership disputes, dependency on individual developers, uncertainty during investment, problems in due diligence and complications on a future sale.

• 03Senior leadership and contractor structuresFlexible engagement, real protections

  As the senior team grew, bespoke arrangements were prepared for senior operational and commercial roles: executive consultancy agreements, bonus structures, negotiated commercial terms, misconduct and termination protections, contractor status, review of practical working arrangements and management of negotiation rounds with senior personnel.

  Separate advice addressed IR35 risk, substitution, control, deliverables-based engagement models and employment-style working practices. The company could attract senior leadership using structures suited to a fast-growth business, with documents aligned to the commercial reality of the roles rather than generic employment templates.

• 04Scalable commercial contractingLegal infrastructure, not one-off drafting

  Reusable frameworks were created for creators, influencers, ambassadors, traders, contractors and senior consultants. For creator and ambassador relationships the framework covered services and deliverables, compensation structures, content requirements, brand use, rights and ownership, termination and a reusable onboarding process.

  For other commercial programmes, multiple contractual models supported different revenue splits, retainer and non-retainer structures and commercial arrangements. The business stopped recreating contracts for every relationship and gained repeatable infrastructure capable of supporting higher transaction volumes.

• 05Governance and controlOversight without micromanagement

  As the organisation became more complex, attention turned to who controlled important decisions. Mechanisms included board governance, shareholder controls, approval rights, funding protections, operational obligations, executive responsibilities, termination rights and restrictions on competing activity. The group retained strategic oversight while individual ventures, executives and commercial partners kept enough operational freedom — a balance that mattered more as the group expanded across multiple entities and external relationships.

• 06Risk and regulatory protectionAvailable when it stops being routine

  The outsourced function was also there for issues beyond contracting: responding to a live data protection incident, assisting with regulatory reporting, privacy and risk-management advice, reputational risk support, contractor-status risk, operational contracting issues and shared-office arrangements. The company did not need to find and brief a new adviser each time something arose, and existing knowledge of the business meant problems were considered in their wider commercial context.

• 07Ongoing deal-making supportMore than document production

  The engagement included negotiating live commercial issues, helping management evaluate deal terms, advising where risk could be accepted, identifying points worth protecting, coordinating with counterparties and advisers, supporting negotiations through to completion and acting as an ongoing sounding board. The question was never simply "is this legally acceptable?" — it was "does this structure support the commercial objective, and what needs to change to get the deal done safely?"

Strategic takeaway

What made the difference

• Transactions

  Structuring strategic ventures and partnerships so they support, rather than constrain, the group's future.

• IP

  Securing ownership of proprietary technology built outside the employee model.

• People

  Flexible senior leadership and contractor structures that match how the roles actually work.

• Growth channels

  Scalable creator, ambassador and contractor frameworks built for volume.

• Governance

  Protecting control and future exit flexibility across multiple entities.

• Risk

  Rapid support when regulatory or operational issues arose, from an adviser who already knew the business.

Details have been generalised to protect confidentiality. This case study is not legal advice.