- counsel-inquiry@yankagolemin.com
- London, UK
- counsel-inquiry@yankagolemin.com
Nobody in the room was paid to ask whether the thing should happen at all.
Private counsel to founders, owners, and senior principals, in the days before a decision becomes permanent.
A forensic file tells a decision backwards. It opens with the damage (a frozen account, or a buyer walking away in week 11 of diligence) and works back through email threads and board packs until it reaches the afternoon when someone could still have said no.
I’ve read a great many of those files. The people in them were competent and, as a rule, well advised. They had a lawyer on the drafting, and sometimes a banker on a fee that depended on completion, which is advice of a sort. Nobody in the room was paid to ask whether the thing should happen at all.
That question, asked early and by someone with no stake in the answer, is the practice.
Often the answer turns out to be yes. Then the useful part is knowing which clause matters, and which ones you can give away to keep it. I’ve run companies myself, and I don’t treat the pressure to close as a character flaw.
In a sale, you’ll negotiate the price for weeks. The warranties get an afternoon, maybe two, and they decide how much of that price is left a couple of years after completion. Earn-outs are worse. An earn-out measured on EBITDA, in a business the buyer can now charge group overheads to, is a promise they can decline to keep without breaching a word of it.
Raising money has its own version. A 2x participating preference looks harmless at the valuation you’re raising at. Run it against a likelier exit, a trade sale at two-thirds of that figure, and it can take most of the proceeds. Control goes in instalments, a board seat in one round and a schedule of investor consents in the next, and the total only becomes visible when you try to do something the schedule now covers.
I read these documents the way they’ll be read if things go badly, by the buyer’s accountant hunting for a claim or the investor working out who gets paid first. I also look hard at who’s across the table. Buyers and investors have histories. The founders who dealt with them last time can be found, and they’re more willing to talk than you’d expect.
Someone in your finance team finds a payment they can’t explain. Whether the evidence survives the next two days, and whether the person responsible learns they’ve been noticed before you’re ready, will settle most of what follows.
The instinct is to confront, or to tidy it away. Confronting someone too early is the most reliable way I know to lose the laptop and the explanation with it. The quiet fix has a different problem. It can leave you holding a reporting obligation you didn’t know you had.
The bar for corporate liability in economic crime dropped on 26 December 2023. Since then a UK company can be convicted of fraud or money laundering committed by any one of its senior managers, as long as they were acting within their authority. In a 40-person business, that could be your finance lead.
Sometimes the finger points the other way. A bank writes to say it’s closing your accounts, or an investor decides last year’s numbers were dressed up. You need a chronology, built from the record and in order, so that nobody’s version of events gets there first.
(For what it’s worth, the frauds I’ve worked on were rarely clever. Most were patient: modest monthly sums through a supplier account nobody had looked at since onboarding.)
The default rule under the Copyright, Designs and Patents Act 1988 is blunt: a contractor who writes your code owns the copyright in it until they assign it to you in writing. It tends to surface when a buyer’s lawyers ask for the signed assignments, which is a bad time to be tracking down a developer you last spoke to in 2019.
Technology disputes turn on records one side holds and the other never thought to request. Commit histories, for instance, or the access log showing what a departing CTO did with their admin rights at 11pm on a Sunday. Those records make better witnesses than either party, provided someone preserves them before they roll over. After a personal data breach the clock is shorter. The ICO expects to hear within 72 hours of your becoming aware of a reportable breach, and plenty of boards take longer than that to agree who’s in charge.
Co-founders fall out. So do family shareholders, most often when the business passes to a generation that didn’t build it. These disputes usually settle; what matters is how much has been written and spent by then.
The first letter is hard to take back. I’d rather see it before it goes. What would a judge make of the documents as they stand? Is the other side fighting about money, or about being right? Both questions are cheaper to answer while there’s room to move.
I don’t litigate or give regulated investment advice. When a matter needs a lawyer or an FCA-authorised adviser, I’ll say so early and help you brief them. A solicitor handed a clean chronology on day one bills less than one who has to build it.
In an English courtroom, ‘counsel’ means a barrister. I use the word in its older sense: the deliberation itself, and the person you take it with.
My fee is fixed at the outset and doesn’t move with the outcome. Engagements are confidential, and nothing I publish draws on a live matter.
The first step is a conversation, often with nothing yet signed and sometimes before anyone else in the business knows there’s a decision to make. Ideally you’d write while it’s still that afternoon.
Contact · The longer arguments behind this page are in Writing.
