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Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

If you’re stuck for Christmas gift ideas, here’s an idea.

A few weeks ago, I asked LinkedIn for its best law-animal crossover puns (there were 60+ suggestions)

I went through all the suggestions and:

• Picked my favourites

• Started working with an illustrator to bring them to life

• Sent the designs to a print shop to turn them into sticker packs

… all in time for Christmas!

And now they're FINALLY here.

So, if you know a pun-loving lawyer who’d enjoy some stickers, you can get a set here (100% of the profits go to LawCare).

- Idin

P.S. I made a 6-minute video on the technique I used to write applications better and faster (called the Pixel Method).

FEATURED REPORT 📰

📲 How lawyers helped land the Vodafone-Three merger

What’s going on here

In a £15 billion deal, Vodafone and Three are merging to create the UK’s biggest mobile phone operator. And after a long consultation period, the CMA has finally approved the deal.

Why are Vodafone and Three merging?

In short, both companies were too small to compete in the UK market, which is dominated by EE (owned by BT) and O2 (owned by Virgin Media).

The Vodafone-Three merger will make them a similar size to the other two — well, bigger actually.

Is the deal done yet?

It was first announced last Summer (we covered it at the time).

But, despite the approval from the CMA, it’s not done yet. It’s set to complete in the first half of 2025.

What did the CMA say about it?

The Competition and Markets Authority (CMA) is the UK’s competition authority. Their role is to ensure consumers are protected from a small number of dominant companies hiking prices up and limiting choice.

Initially, the CMA was worried that this merger could lead to a “substantial lessening of competition” in the UK mobile market.

But the CMA approved the deal after Vodafone and Three agreed to some conditions:

• 📶 Investment in 5G: They have to invest £11 billion to build a joint 5G network, improving coverage, download speeds, and reliability across the UK.

• 🧊 Price freeze: They have to cap prices on some mobile tariffs and data plans for three years to prevent price hikes for their 27 million customers.

• 📱 Work with smaller operators: Some smaller mobile operators (like Giffgaff and Sky Mobile) use Vodafone’s and Three’s networks. After the merger, they have to give fair terms to these smaller operators, so they can still compete effectively. This way, there’s more choice in the market for consumers.

What role did law firms play in this deal?

This is a complex deal — not only because of its massive (£15 billion!) scale but because of the regulatory hurdles involved and the integration of the companies afterwards.

🤝 The transaction

Lawyers played a crucial role in managing the overall merger and acquisition (M&A) process:

• Structuring the joint venture: Vodafone were advised by Slaughter and May, while Linklaters advised CK Hutchison and Three UK Group on the deal’s structure. This involved setting up the joint venture with Vodafone holding a 51% stake and CK Hutchison holding 49%.

• Due diligence: Lawyers conducted thorough due diligence to identify any risks associated with the other company, including financial liabilities, regulatory issues, and any litigation against them. They needed to make sure there were no hidden problems that could derail the transaction.

• Drafting the documents: Lawyers prepared key documents, like the Shareholders’ Agreement, the Joint Venture Agreement, and the Merger Agreement. These outline each party’s roles, responsibilities, and rights post-merger. They also include exit strategies for the party (like Put and Call options).

📚 Approval from the CMA

Securing regulatory clearance from the CMA was one of the most challenging parts of the deal. Lawyers were involved in addressing the competition concerns to get the green light:

• Developing remedies to address concerns: The lawyers worked with economic consultants like Frontier Economics to come up with solutions to the CMA’s main concerns (like the investment in 5G and the price caps).

• Presenting to the CMA: Lawyers prepared written and verbal arguments to the CMA, outlining why the merger would benefit consumers and competition.

• Managing engagement with regulators: Lawyers liaised closely with the CMA and Ofcom (the UK’s telecoms regulator) to address their questions. They also prepared for potential objections from competitors.

Other firms, like Freshfields and A&O Shearman, also played a role.

Freshfields advised CK Hutchison on competition matters, while A&O Shearman supported BT’s interests in relation to the merger.

Weil advised Virgin Media O2, to ensure their views were also put forward to the regulator.

🏢 Post-transaction

Once the merger is completed (in 2025), lawyers will continue to play an essential role in helping the companies run smoothly:

• Business integration: Lawyers will handle employment issues, review supplier contracts, and oversee IT system integration. This includes managing redundancies, renegotiating or ending supplier agreements, and ensuring data privacy and cybersecurity compliance for a smooth transition.

• Customer and commercial considerations: Lawyers will update customer agreements to reflect new services, pricing, and terms, ensuring clear communication and compliance with consumer laws. They’ll also manage agreements for smaller network operators (like Giffgaff) to ensure fair access and market competition — as promised to the CMA.

• Governance and corporate matters: Lawyers will set up the joint venture’s governance structure, including board rules, decision-making, and mechanisms for dispute resolution between Vodafone and CK Hutchison.

How does this decision compare to other mergers?

The CMA used to take a stricter approach to telecom mergers, often requiring companies to sell parts of their business to maintain competition, especially in mergers that reduced the number of major operators from four to three.

In the Vodafone-Three case, however, the CMA accepted behavioural remedies instead — like promises to invest in 5G — rather than forcing a sale. This shows the CMA can be flexible, recognising that consumers may benefit more from three strong operators than four weaker ones.

This shift aligns with recent approvals, such as Google’s £2 billion investment in AI startup Anthropic, which went ahead without a full CMA investigation.

TOGETHER WITH MORNING BREW* 🤝

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IN OTHER NEWS 🗞

• 🐋 Simmons & Simmons is backing a bold new initiative to grant whales ‘legal personhood’. The bill aims to protect whales by giving them legal rights. The firm is helping Polynesian governments push this bill forward with the goal of recognising whales as sentient beings and protecting their ocean habitats more easily. This move could set a new standard for marine conservation and legal protection.

• 🌱 Lawyers concerned about the climate crisis could legally refuse work tied to fossil fuels. A new legal opinion says climate-related beliefs are protected under the Equality Act and human rights laws. Lawyers can refuse work, blow the whistle on climate-related wrongdoing, or join peaceful protests without automatic risk to their careers. However, if protests lead to criminal charges, employers could take disciplinary action to protect their reputation.

• 💳️ The litigation funder in the Mastercard mass action has challenged the settlement amount. Following last week’s newsletter post on class action lawsuits, there’s been some drama this week. Innsworth Capital, the funder behind the Mastercard class action, is arguing that the £200 million settlement received is too low (they were originally seeing £10 billion). The funder plans to challenge it at the Competition Appeal Tribunal. This story shows the tensions between funders wanting bigger returns and lawyers keen to settle.

• 🏢 Paul Weiss and Milbank are the latest firms to close their Beijing offices, joining other law firms leaving mainland China. Paul Weiss, which opened in Beijing back in 1981, will shut its doors by 2025 but will keep its Hong Kong team. Milbank is also closing its only mainland office while maintaining operations in Hong Kong. We covered this trend a couple months ago. In short, the reasons are increased US-China tensions, data security laws, and China’s economic slowdown.

AROUND THE WEB 🌐

• 🎧 Chill: This lo-fi beats radio lets you add effects (like rainfall) to popular lo-fi channels

• 💩 Data: Use this calculator to see the value of your toilet breaks (just don’t show your boss)

• 🥤 Hmm: Drinkable mayo launched in Japan and — unsurprisingly — it’s divided the internet

STUFF THAT MIGHT HELP YOU 👌

• 📹️ Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.