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Article 25 of the Regulated Activities Order specifies arranging deals in investments: making arrangements for another person, whether as principal or agent, to buy, sell, subscribe for or underwrite a particular investment, and making arrangements with a view to a person who participates in the arrangements doing so. Shares are investments for this purpose.

Article 70 of the same Order covers activities carried on in connection with the sale of a body corporate. A person does not carry on a regulated activity by entering into a transaction to acquire or dispose of shares in a body corporate, other than an open-ended investment company, where conditions are met — including that the shares represent 50 per cent or more of the voting shares, and that the transaction is between parties each of whom is a body corporate, a partnership, a single individual or a group of connected individuals. The article extends the exclusion to agents, to those making arrangements, and to advisers.

This is a technical area and the details matter. If you are engaging an adviser who is not FCA authorised, ask them in writing why the exclusion applies to your transaction, and check the Financial Services Register for anyone who claims to be authorised.

Preparation comes first: normalised accounts, a clean cap table, contracts signed and filed, and the corporate record at Companies House tidy. Most of the value destroyed in a deal is destroyed here, months before anyone negotiates, because problems found in diligence cost more than problems fixed in advance.

Heads of terms set the price mechanism, exclusivity period, deal structure and the key conditions. They are usually non-binding on price but binding on exclusivity and confidentiality, and they frame every argument that follows. Spend time on them rather than rushing to get to diligence.

Diligence, then documentation, then completion and post-completion filings. If competition clearance is relevant, remember that UK merger notification is voluntary, so the timetable is a choice the parties make rather than a fixed statutory gate.

The CMA can investigate a merger where its jurisdictional tests are met. GOV.UK describes a turnover test, where the business being taken over has a UK annual turnover of at least 100 million pounds, and a share of supply test, where the combined businesses would have a share of at least 25 per cent of the UK market.

GOV.UK guidance on notifying the CMA is explicit that merger notification in the UK is voluntary: even where a merger meets the legal criteria for an investigation, the parties do not have to tell the CMA about it. Where a phase 1 investigation is opened after a complete merger notice, the CMA must finish it within 40 working days.

For most small and mid-market private deals this is not engaged at all. Where it might be, the decision whether to notify belongs with competition counsel, because the consequences of getting it wrong fall on the buyer after completion.

A share sale changes who owns and controls the company, and the public record has to follow. Directors appointed or resigning, changes to people with significant control and the registered office all have to be filed, and the next confirmation statement must reflect the new position.

The confirmation statement is the annual moment at which all of that is affirmed to the registrar. GOV.UK requires at least one every 12 months and allows it to be filed up to 14 days after the review period ends, which leaves very little slack where completion lands close to the end of a period. Buyers do well to treat the first statement after a deal as a diligence item on their own new subsidiary.

Incoming directors also take on the general duties in the Companies Act 2006, including the duty to promote the success of the company and the duty to declare an interest in a proposed transaction. On a deal with continuing management shareholders, those conflict duties are not theoretical.

Sell-side corporate finance is usually a monthly retainer plus a success fee on completion, often with the retainer credited against the success fee. Buy-side work is structured similarly but with a smaller success element. Diligence providers charge fixed fees or capped fees per workstream.

The clauses that matter most in an engagement letter are the definition of the transaction value the success fee is calculated on, whether deferred consideration and earn-outs count and when, the tail period during which a fee is still payable if you complete with an introduced party after termination, and what happens if the deal aborts.

Get the tail period and the earn-out treatment written plainly. Those two produce more post-completion disputes with advisers than everything else combined.