What are the key projects you have been involved in over the past twelve months?

Over the past twelve months, my work has focused on supporting Mangrove’s investment and portfolio management and strategic fund development.

This included being closely involved in a number of new investments, including Project B (a next generation global basketball league aiming to bring an F1 grand prix style experience to viewers globally), Refurbed (a leading marketplace for refurbished products) and TitanOS (an alternative independent television operating system platform), overseeing transaction structuring, due diligence, negotiations and execution. I have also supported several exits, including Finmatics, shipsta, Receeve AND BEAMS. In a market that continues to favour buyers, exits increasingly involve deferred consideration, earn-outs, rollover arrangements and other complex payment structures. My role has been to help balance execution certainty with value protection.

A growing area of focus has been navigating European FDI approval regimes and CFIUS considerations in the United States. These issues increasingly influence transaction strategy and timing, particularly in technology sectors.

I have also worked closely with portfolio companies on follow-on and bridge financings. In a more difficult fundraising environment, the challenge is often structuring financings that appropriately compensate investors for risk while ensuring that the resulting structure does not impair the company’s ability to attract future investors or unnecessarily constrain its strategic options.

Finally, I have been involved in the development of future fund initiatives, helping to develop structures that address evolving investor priorities around liquidity and diversification while remaining aligned with Mangrove’s long-term investment strategy

Can you describe an instance where your legal advice directly influenced business strategy or commercial objectives?

One recent example arose in connection with the sale of one of our portfolio companies. In a buyer-friendly market, the purchaser sought to bridge the valuation gap through a significant element of deferred consideration, payable in tranches and subject to various performance conditions.

The commercial objective was to complete the transaction while maximising value for the sellers. My role was to help ensure that the deferred consideration represented a real right to realise that value, rather than simply transferring payment and performance risk to the sellers.

Working closely with the investment team, the portfolio company and external advisers, I helped negotiate a package of protections around the deferred consideration, including minimum payments for each tranche, parent company guarantees to strengthen the buyer’s payment obligations and safeguards to preserve the economic value of the deferred consideration over time. This included capping the potential dilution arising from any future financing by the buyer and ensuring that the guaranteed minimum payments remained insulated from any such dilution.

Those protections enabled us to accept a transaction structure that met the buyer’s commercial objectives while significantly improving the risk profile for the sellers. It was a good example of how legal advice can directly influence commercial outcomes – not by preventing a deal from happening, but by structuring it in a way that appropriately balances value, risk and payment certainty.

Organisations are facing increasing regulation across jurisdictions. How do you embed compliance across the business?

The volume of regulation affecting fund managers continues to increase, but for a relatively small organisation like ours, the answer cannot be to build a larger and larger compliance function every time a new regulation is introduced.

My approach is based on proportionality. The objective is not to create the maximum number of policies, procedures or controls; it is to create a framework that is appropriate for the nature, size and complexity of our organisation and that people can realistically follow in practice.

The first step is understanding which regulations are genuinely material to the business and where the key risks lie. Not every regulatory development requires the same level of response. We focus our resources on areas that are most relevant to our activities.

A good example is DORA. At first glance, DORA appears to require firms to establish a range of new processes, responsibilities and governance structures. However, viewed through a practical lens, operational resilience is, at its core, a risk management issue. The most effective implementation is not achieved by creating entirely separate structures, but by integrating DORA requirements into an existing risk management framework and ensuring that technology, operational and third-party risks are identified, assessed and managed appropriately.

I take a similar view of AML. Although it is often treated as a standalone compliance function, it is ultimately another form of risk management. The challenge is not to build separate silos around every regulatory requirement, but to understand the underlying risks and establish governance arrangements that address them in a coherent and proportionate manner.

The second principle is integration. Compliance is most effective when it is embedded into existing processes rather than operating as a separate layer of bureaucracy. Wherever possible, we seek to incorporate regulatory requirements into the way decisions are already made, whether in relation to investments, fund operations, investor onboarding or portfolio management.

Finally, simplicity matters. Policies and procedures should be clear, practical and proportionate. If a process is overly complex, people are less likely to follow it consistently. A concise policy that is understood and applied throughout the organisation is generally more effective than a lengthy document that sits on a shelf.

For me, successful compliance is not measured by the number of controls that exist, but by whether the organisation understands its obligations, manages its key risks effectively and can continue to operate efficiently while meeting regulatory expectations.

What major challenges or risks should in-house legal teams be preparing for over the next twelve months?

The next twelve months will require in-house legal teams to respond to an increasingly complex regulatory landscape while continuing to operate in a challenging venture capital market.

On the regulatory side, the implementation of AIFMD II and the establishment of AMLA will continue to raise expectations around governance, reporting and risk management for alternative investment managers. The challenge will not simply be understanding new rules but embedding them into existing operating models in a proportionate and practical way.

From a market perspective, I expect geopolitical uncertainty and increasing regulatory intervention in cross-border transactions to remain defining themes. FDI screening regimes and CFIUS reviews are becoming routine considerations in technology investments and exits, requiring legal teams to engage much earlier in transaction planning than was the case only a few years ago.

Finally, I do not expect the liquidity environment to normalise quickly. Venture investors will continue to operate in a market characterised by longer holding periods, more challenging fundraising and increasingly sophisticated exit structures. That will place greater emphasis on creative transaction structuring and portfolio support.