We advise founders, investors and boards on corporate transactions, M&A and fundraising -- from early-stage structuring through to exit. Where the transaction involves a regulated business or a business entering a regulated market, we integrate the regulatory advisory into the deal rather than handing it off to a separate team.
CORPORATE, M&A & FUNDRAISING ADVISORY
Corporate Advisory For Deals that Matter.
No obligation. Confidential from the first conversation.
Why Cambitas
Corporate Advisory From Principals Who Have Sat at the Table
Cambitas is led by principals who spent decades as General Counsel and Head of Legal at major financial institutions and technology companies. They have sat at the table for complex M&A transactions, managed FCA change of control applications, advised boards on governance design, and supported founders through fundraising rounds — from the inside, not as outside counsel.
We handle corporate transactions across regulated and unregulated markets. Where the deal involves a regulated business, our in-house regulatory experience means the corporate and regulatory workstreams run together from day one rather than being split across separate teams.
When you instruct Cambitas, you work directly with our principals. No associates. No delegation. The team that advises you is the team that does the work.
FREE DOWNLOAD
Regulated M&A Checklist 2026
A practical checklist for transactions involving FCA-regulated businesses — what to review, when to initiate the FCA change of control process, what a buyer's regulatory due diligence will cover and how to prepare. Written for deal teams, GCs and founders.
No obligation. No sales call unless you ask for one.
OUR SERVICES
What We Do — And Why the Regulatory Dimension Changes Everything
Corporate transactions involving regulated businesses are fundamentally different from standard deals. Below is what that difference looks like across the services we provide — and what we see going wrong most often.
1. Private M&A and Corporate Transactions
Most mid-market transactions are not complex because of the law. They are complex because the commercial dynamics, the timeline pressure and the number of stakeholders make them so.
What we see in practice
Deals that stall because transaction documents were not prepared with the commercial reality in mind, founders who negotiate heads of terms without legal input and then discover the SPA does not reflect what was agreed, businesses that underestimate how long completion mechanics take.
What we do
We advise on private M&A from heads of terms through to completion -- SPAs, disclosure, completion mechanics, post-completion adjustments. We act for buyers and sellers on mid-market transactions and bring the same rigour to a straightforward acquisition as to a complex regulated deal.
2. Venture Capital & Private Equity Transactions
Investment transactions require corporate advisory that understands both the deal mechanics and the commercial dynamics between founders, existing shareholders and incoming investors.
What we see in practice
Poorly drafted term sheets, subscription agreements that do not reflect the commercial deal, governance structures that create problems at the next round. For VC-backed fintechs and PE-owned regulated businesses, governance design is not a post-investment formality — it is a due diligence issue and, for FCA-regulated firms, a regulatory requirement.
Investment structures that do not account for these obligations create compliance gaps that surface at the worst possible time — during a subsequent fundraise, a sale process or an FCA review.
What we do
We advise from term sheet through to close -- structuring the investment, drafting or reviewing subscription and shareholders' agreements, and designing governance arrangements that work for the current round and the next one. For investments in regulated businesses, we additionally advise on FCA notification requirements and governance frameworks that satisfy both investor expectations and regulatory standards.
3. Corporate Structuring & Governance Design
The governance structure you build at the start shapes every decision your investors, regulators and acquirers will make about your business for years.
What we see in practice
Poor corporate structuring is one of the most consistent sources of friction in later-stage transactions. Founders who build equity arrangements without proper governance documentation, who defer shareholder agreements until the first investor pushes back, or who design holding company structures without considering regulatory perimeter implications find that these decisions compound over time. By a Series B, or a regulated acquisition, the cost of fixing them is multiples of what it would have taken to do them properly at the outset.
What we do
We design corporate structures and governance frameworks that are investment-ready from inception — covering holding company design, group structures, shareholder arrangements, board composition and decision-making frameworks. Where the business is regulated or expects to become regulated, we ensure the structure also satisfies FCA requirements.
4. Fundraising & Investor Readiness
The businesses that raise on the best terms are the ones that were ready before the process started. The ones that raise on worse terms are the ones that discovered what "ready" meant during due diligence.
What we see in practice
Cap tables that are a mess, no shareholders' agreement, articles that have never been updated, board structures that do not reflect how the business operates. Fundraising processes for regulated businesses have a dimension that general fundraising advisory does not cover: investors conducting due diligence on a regulated firm will look at its FCA permissions, its compliance history, its governance frameworks and its SM&CR implementation. Weaknesses in any of these areas will affect valuation, terms or the willingness to proceed. Many founders discover this mid-process — when leverage is at its lowest.
What we do
We prepare businesses for investor due diligence by getting the corporate house in order before the process begins: cleaning up the cap table, updating constitutional documents, drafting or replacing the shareholders' agreement, formalising board governance and ensuring equity arrangements are properly documented. For regulated businesses, we additionally assess and strengthen the firm's regulatory position -- conducting a gap analysis against FCA expectations, tidying compliance documentation and preparing clear responses to the regulatory questions institutional investors consistently ask. The work is best done months before you need it, but we have also done it under transaction pressure when that was not possible.
5. Shareholder Arrangements & Investment Structuring
Shareholder agreements are not just legal documents. They are the governance framework that determines what happens when things do not go to plan.
What we see in practice
The most expensive shareholder disputes are rarely about the terms of the shareholder agreement — they are about terms that were never included, responsibilities that were never documented, or governance rights that were assumed rather than agreed. Founders who defer these conversations because they are uncomfortable tend to have them later, under worse conditions, with less leverage. The disputes that derail transactions most often have their roots in agreements that were drafted quickly to close a round rather than built to last.
What we do
We draft shareholder agreements that reflect the commercial reality of the relationship — covering voting rights, board representation, drag-along and tag-along provisions, pre-emption rights, good leaver and bad leaver provisions, and exit mechanisms. For regulated businesses, we additionally address the governance requirements that FCA permissions impose on ownership structures.
6. Strategic Acquisitions & Disposals
The exit you plan for in year one is rarely the exit you execute in year five. The governance decisions you make now determine how clean it is.
What we see in practice
Businesses that begin exit preparation early — cleaning up governance documentation, resolving shareholder agreement ambiguities, addressing outstanding regulatory issues — consistently achieve better outcomes than those that begin when a buyer appears. For regulated businesses, the regulatory dimension of the sale adds a further layer: a buyer conducting due diligence on a regulated target will scrutinise its FCA standing, its compliance history and its governance quality. Issues discovered during the buyer's due diligence — rather than resolved in advance — translate directly into price chips and deferred consideration.
What we do
We advise on both buy-side and sell-side transactions — from transaction strategy through negotiation to completion. For regulated transactions, we manage the FCA change of control process in parallel, advise on regulatory due diligence (buy-side) and prepare the regulatory documentation a buyer will request (sell-side). We additionally support cross-border transactions involving UK and UAE operations.
Contemplating a Transaction?
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GO DEEPER
Explore Our Transaction Advisory Guides
Each page below goes further — what to expect where transactions typically run into difficulty.
M&A in Regulated Markets
A practical guide to FCA change of control approvals and how regulatory workstreams interact with the deal timetable.
Private Equity Transactions
What investors need to know about private equity buyouts in the UK.
Planning a share or asset sale
A practical guide to planning a share sale or asset sale, getting the house in order, and avoiding the problems that cost sellers time, money and leverage.
THE REGULATORY DIMENSION
What Standard Corporate Advisory Misses in Regulated Transactions
This is a critical gap that Cambitas fills. Every row below represents a situation we encounter regularly in regulated M&A — and what a genuinely integrated approach looks like instead.
| Transaction Area | What Standard Corporate Advisory Looks Like | What Cambitas Provides |
|---|---|---|
| Regulatory Due Diligence | A compliance questionnaire sent to target management. Answers reviewed superficially. No assessment of FCA supervisory history or outstanding concerns. | A structured review of the target's FCA regulatory standing — permissions, compliance history, any supervisory engagement, SM&CR framework quality and governance gaps. Findings feed directly into pricing and structure. |
| FCA Change of Control | Controller Notification submitted after heads of terms are agreed, often weeks before the target completion date. FCA review becomes the critical path. Deal delayed. | Change of control strategy designed from the outset. Notification prepared alongside commercial documentation. FCA engagement managed proactively so the regulatory timeline does not delay completion. |
| Governance Integration | Post-completion integration of the target's governance framework deferred to a "100-day plan." Regulatory responsibilities unclear in the interim. FCA compliance gaps emerge. | Integration plan designed before completion. Regulatory responsibilities allocated clearly. Governance framework transitions managed to ensure no compliance gaps in the period immediately after the deal closes. |
| Investment Structure | Equity structure designed by the corporate team without regulatory input. Investor holding thresholds not checked against FCA change of control requirements. Remediation required post-close. | Investment structure reviewed against FCA notification thresholds at the design stage. Any regulatory obligations identified early and incorporated into transaction documents — not discovered after signing. |
| Exit Preparation | Regulatory issues identified by the buyer's due diligence team during the sale process. Disclosed under pressure. Price chipped. Deferred consideration introduced. | Regulatory position assessed and strengthened before the sale process begins. Issues resolved in advance. Buyer due diligence finds nothing unexpected. Clean completion at full value. |
If any row in the middle column describes a transaction you are working on or preparing for, that is exactly where we can help.
HOW IT WORKS
A Regulated Transaction: From Strategy to Completion
Most corporate advisers can describe a transaction process. This is what a regulated transaction looks like when the regulatory dimension is integrated from the start — not added on at the end.
Strategy & Structuring
We establish the transaction structure, assess regulatory implications of the proposed deal, identify FCA change of control notification requirements and design the corporate governance framework for post-completion.
Pre-Deal
Regulatory Due Diligence
We assess the target's FCA regulatory standing — permissions, compliance history, SM&CR implementation, outstanding supervisory concerns and governance quality. Findings shape pricing and deal structure.
Weeks 1–3
Transaction Documents
We prepare or review the key transactional documents — SPA, shareholders' agreement, disclosure letter — ensuring regulatory representations and warranties accurately reflect the target's compliance position.
Weeks 2–5
FCA Change of Control
We prepare the Controller Notification and manage the FCA engagement. The FCA has a 60-working-day review period. This must run in parallel with — not after — the commercial timeline to avoid delays.
Weeks 3–6
Negotiation & Conditions
We support negotiation of regulatory conditions, manage regulatory representations and advise on any FCA pre-completion requirements. For complex deals, regulatory conditions can be the most negotiated points.
Weeks 5-8
Governance Integration
We advise on post-completion regulatory integration — transferring governance responsibilities, updating FCA notifications and ensuring no compliance gaps emerge in the period immediately after closing.
Post-Completion
FCA change of control applications submitted at the same time as heads of terms consistently achieve completion on the commercial timeline. Applications submitted later become the critical path — and add months.
WHO WE WORK WITH
We Work With All Types of Private Business
We work with buyers and sellers. We have a keen interest in regulated transactions but we work across all industries and sectors.
| Founders & Early-Stage Businesses |
|---|
| Founders building investment-ready businesses who need corporate structuring, governance design and investor readiness advisory from the start — before the first investor due diligence reveals structural problems that should have been fixed months earlier. |
| Venture-Backed & PE-Owned Companies |
|---|
| Businesses navigating multiple funding rounds, evolving governance frameworks and — for regulated firms — the growing complexity of maintaining FCA compliance alongside commercial growth. We help portfolio companies prepare for investment processes and manage regulatory requirements simultaneously. |
| Acquirers |
|---|
| Strategic and financial acquirers executing transactions across all sectors. Where regulated businesses are involved, we deal with integrated M&A and regulatory advisory, FCA change of control management and governance integration planning. |
| Founders Preparing for Exit |
|---|
| Founders and management teams planning liquidity events or sales — ensuring governance documentation, regulatory standing and shareholder arrangements are exit-ready before the process begins, so due diligence finds no surprises. |
| Private Equity Investors |
|---|
| PE firms acquiring, structuring and exiting businesses — deal structure, pricing, governance requirements and exit mechanics. |
| International & Cross-Border Transactions |
|---|
| Transactions with UK and UAE dimensions — acquirers operating across both markets, UAE-based businesses entering UK regulated financial services, and UK firms with UAE growth ambitions. We advise on the regulatory requirements of both jurisdictions. |
COMMON QUESTIONS
Situations We Work Through Every Week
These are questions we hear regularly — from buyers, sellers, founders and investors navigating corporate transactions with a regulatory dimension.
"We are acquiring a regulated business — what do we need to do differently?"
Quite a lot, compared to a standard acquisition. You need regulatory due diligence on the target's FCA standing, a Controller Notification to the FCA for change of control approval, regulatory representations and warranties in the transaction documents, and a governance integration plan for post-completion. The FCA's review of your notification runs on its own timeline — typically 60 working days. If this is not initiated early enough in the deal process, it will delay completion.
"Our FCA change of control application is holding up the deal"
This almost always happens because the Controller Notification was submitted too late — after heads of terms were agreed, when the FCA review timeline becomes the critical path. If you are in this position, the best approach is to engage with the FCA proactively, respond to any information requests promptly and ensure there are no gaps in the application that might extend the review period. We have managed applications in these circumstances and know how to move them forward.
"We are preparing to sell our regulated business — what do buyers find?"
Buyers' regulatory due diligence on regulated businesses consistently focuses on five areas: FCA supervisory history, SM&CR framework quality, AML and financial crime controls, compliance monitoring programme effectiveness and any outstanding regulatory issues. Problems in any of these areas — especially if they are not disclosed proactively — tend to translate into price reductions, deferred consideration or prolonged negotiations. The solution is to address them before the process starts, not after a buyer finds them.
"Our shareholder agreement does not reflect how the business actually runs"
This is more common than most founders admit — and it becomes a serious problem when an investor does due diligence, when a co-founder relationship breaks down, or when a buyer discovers that the governance documentation does not match the operational reality. The fix is usually straightforward when done proactively. It becomes expensive and contentious when it surfaces under pressure. We tidy up these situations regularly, and we do it before they become problems.
"We are a UAE business looking to acquire a UK regulated firm"
UAE-based acquirers face the same FCA change of control requirements as any other acquirer — and the FCA will assess the fitness and propriety of the acquiring entity and its controllers as part of the process. UAE-based acquirers should expect the FCA to look carefully at the group structure, the source of funds, the regulatory history of the acquiring entity in its home jurisdiction and the proposed governance arrangements post-acquisition. We advise on the UK-UAE dimensions of these transactions regularly.
"We need to fundraise but our governance is not investor-ready"
Governance gaps surface in investor due diligence at the worst possible time — when you need the process to move quickly and your negotiating position depends on presenting a clean, credible business. We assess governance frameworks against what institutional investors expect to see, identify the gaps, and rebuild the documentation and structures that give investors confidence. This work is best done months before you need it, but we have also managed it under transaction pressure when that was not possible.
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FREQUENTLY ASKED QUESTIONS
Straight Answers to the Questions We Hear Most
No boilerplate. No hedged non-answers. These are the questions we are asked most often by deal teams, founders, investors and boards.
Q1. What additional steps are required when acquiring an FCA-regulated business?
Acquiring a firm with FCA permissions requires the buyer to obtain change of control consent from the FCA under section 178 of FSMA 2000. This involves submitting a Controller Notification to the FCA, providing evidence of the acquirer’s fitness and propriety and managing the FCA’s statutory review process — which runs for up to 60 working days. This process must be initiated early in the transaction timeline, not after heads of terms are agreed. Regulatory due diligence into the target’s compliance standing is also essential before completing any acquisition of a regulated firm.
Q2. What is a venture capital lawyer and what do they advise on in regulated sectors?
A venture capital lawyer advises on the legal and structural aspects of venture capital investment — term sheets, investment documentation, governance arrangements, shareholder rights and exit mechanisms. For VC investments in regulated businesses — fintech, digital assets, payment institutions — this extends to advising on the regulatory implications of the investment structure, FCA notification obligations for investors acquiring qualifying holdings, and the governance frameworks that FCA-regulated investees are required to maintain.
Q3. How long do M&A transactions involving regulated businesses typically take?
Mid-market regulated M&A transactions commonly take four to eight months from heads of terms to completion — longer than unregulated equivalents because the FCA change of control process runs in parallel. The FCA has a 60-working-day review period for Controller Notifications from the date the notification is accepted as complete. Transactions where the change of control process is initiated early and the notification is well-prepared typically complete on the commercial timeline. Transactions where it is initiated late consistently experience regulatory delay.
Q4. When should a company seek corporate legal advice before fundraising?
Ideally three to six months before you intend to engage investors formally. Early advice ensures equity structures, governance arrangements and existing shareholder documentation are in order before valuation discussions begin. For regulated businesses, early engagement also allows any regulatory gaps that institutional investors will identify in due diligence to be addressed in advance — rather than surfacing at a point where they affect terms and leverage.
Q5. Can UAE-based businesses acquire UK regulated financial services firms?
Yes — but the FCA will assess the fitness and propriety of the acquiring entity and its controllers as part of the change of control process. The FCA will examine group structure, source of funds, regulatory history in the acquirer’s home jurisdiction and proposed governance arrangements post-acquisition. UAE-based acquirers should engage experienced advisers early, prepare the Controller Notification carefully and manage the FCA regulatory approval process in parallel with the commercial transaction. We advise on these transactions regularly, including the intersection of UK FCA and UAE VARA or ADGM regulatory requirements.
FREE DOWNLOAD
Regulated M&A Checklist 2026
A practical checklist for transactions involving FCA-regulated businesses — what to review, when to initiate the FCA change of control process, what a buyer's regulatory due diligence will cover and how to prepare. Written for deal teams, GCs and founders.
No obligation. No sales call unless you ask for one.
Every transaction deserves advisory that covers the commercial and the regulatory in one team.
Whether you are preparing to acquire a regulated business, fundraising for the first time, planning a sale process or simply trying to understand what your corporate structure needs to support your next stage of growth — the best starting point is a direct conversation.
Cambitas principals bring decades of in-house transaction experience to every engagement. The people you speak to are the people who do the work.
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No obligation. No sales call unless you ask for one.
DOWNLOAD FREE GUIDE
Regulated M&A Checklist
DOWNLOAD FREE GUIDE
M&A in Regulated Markets
DOWNLOAD FREE GUIDE
Private Equity Transactions
DOWNLOAD FREE GUIDE
Planning a share or asset sale
Cambitas
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