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This article originally appeared in Law360, June 2025.
In this Law360 U.K. Expert Analysis series, practice group leaders share thoughts on keeping the pulse on legal trends, tackling difficult cases and what it takes to make a mark in their area.
In this installment, Matthew Poli, head of Kennedys' corporate M&A transactions team, discusses the challenges of rushing to close transactions ahead of possible budgetary changes, why reform is needed in the way a company's statutory books can be altered at Companies House, and that client service needs to be a lawyer's watchword.
The Most Challenging Matter I've Worked On
Rather than one challenging matter, I'd like to focus on a challenging period: the months leading up to the end of October 2024. Chancellor of the Exchequer Rachel Reeves delivered her budget on Oct. 30, and the lead-up to that date was marked by significant speculation around the changes she would look to introduce, and the timing of those changes.
This caused a significant rush in transactions needing to close before Oct. 30 so that sellers were protected from what they expected would be the impact of those changes. Fundamentally, the challenges came from closing deals that, ordinarily, would have taken longer.
Clients felt that they needed to take commercial risks because they did not have the time, for instance, to properly conduct due diligence for a particular issue. In some cases, they needed to abandon protections in sale and purchase agreements because the time was not there to properly negotiate and agree them.
For our part, we needed to ensure our clients' interests were as protected as possible on the one hand, but balance that against the need for closing by this hard deadline on the other.
Laws and Regulations in Need of Reform
A rather specific answer, but I think there needs to be reform in the way a company's statutory books and its file at Companies House can be altered.
In general terms, a court order is needed for such amendment, and we often see companies with historic issues in their registers that only come to light during due diligence. In many cases, the clients know what the position is, but that position cannot be evidenced by the books and filings.
Where those issues go to title, buyers are understandably cautious about closing without a resolution and, often, that resolution can only come by way of a court order. I think consideration should be had to allow the registrar greater flexibility to remove or amend historic filings where those filings can be shown to be incorrect.
I once acted on a transaction where everything was going swimmingly until an issue with the books was identified. Cue a several-month delay to closing while we secured a court order to amend the register and dealt with some rather unhappy clients.
Important Developments and Trends I'm Tracking
Artificial intelligence. AI, as a tool for document production and streamlining due diligence, will be incredible. It will significantly save time and cost, but I think most law firms have an understandable reluctance to use AI for client-facing advice.
It's a challenge that the whole profession needs to get to grips with sooner rather than later because the traditional models of advice delivery will fast become outdated. Our regulator, The Law Society, has provided guidance on the use of generative AI and this is valuable, but I would like to see them go further, jointly with government and the major professional indemnity insurers to deliver a strategy that allows the profession to really make use of this technology for the benefit of our clients.
A Lawyer I Admire
Tom Milburn at Eversheds Sutherland. Many corporate lawyers will tell you that they are realistic and commercial, and then proceed to spend hours and hours on academic legal matters that may not benefit the deal or the client. I did a transaction with Tom, and it was clear that he understood the deal and what his client wanted out of it.
We spent a great deal of time on the things that mattered, and the things that were not deal-critical were deprioritized. It meant that we closed the transaction on time and on budget, and the clients ultimately had a better outcome.
My Advice to Junior Lawyers
Client service needs to be your watchword. Corporate transactions can be grueling and intense experiences for clients, who may have never undergone such a process before.
They will also likely have a day job to focus on in addition to the demands you are placing on them to make decisions and provide instructions. In such a pressure-cooker environment, clients need to feel supported and as if they're the only person on your radar.
Of course, that is not the case, but that's the challenge. It goes without saying that a deep knowledge of the law and the market are essential, but fundamentally those things can be taught.
Understanding the client, their drivers and those of their business, in addition to working hard to make sure they are left feeling happy and supported, is something that can really differentiate you from the next corporate lawyer.
United Kingdom