Together with

Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• TOGETHER WITH CMS* 🤝

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

I’m super excited for today’s newsletter for a couple of reasons.

First, today we’re partnering with CMS — the firm that gave me my start in law — to show you what commercial lawyers actually do on real deals.

Second, because we’re breaking down a really awesome transaction: Dishoom’s first ever private equity investment (and expansion to New York).

Once you’ve read the piece, scroll back up to tell me what you think:

If you tell me this is useful, we’ll do more like it (with CMS and other firms).

– Idin

P.S. If you’re applying to CMS, their TC applications are open.

FEATURED REPORT 📰

🍽️ How lawyers helped with Dishoom’s New York expansion

What’s going on here?

Earlier this year, Dishoom secured its first external investment — a deal with private equity firm L Catterton.

The investment will fund Dishoom’s next growth phase, including its expansion in the UK and a planned New York opening in 2026.

CMS advised Dishoom on all aspects of the deal — with input from its corporate, tax, finance, and employment teams.

Why did Dishoom look for investment?

Dishoom’s been growing steadily (with no outside funding) since it launched in 2010. But growing in new markets — especially internationally — is expensive.

To support that kind of growth, Dishoom chose to bring in private equity investment. This gave them access to external funding without relying solely on their own profits (which can be slow).

But this deal wasn’t just about money — the private equity firm L Catterton was a good fit in other ways.

L Catterton specialises in consumer brands (it’s invested in brands like Peloton and Birkenstock). Plus, it has a strong presence in the US, which matched Dishoom’s plans to grow there.

What documents are involved in a deal like this?

Private equity investments involve several key legal documents — each with its own role to play.

📄 The Sale and Purchase Agreement (SPA)

This is the main document setting out the deal’s key terms, like how much is paid and what’s being sold.

One part which is usually heavily negotiated is the warranties — statements the seller makes about the state of the business.

Think of warranties like a seller saying, “We promise everything in the business is in good shape.”

Warranties help to protect the buyer as, if one of those promises turns out to be false (for example, if the company turns out to owe more tax than expected) the buyer might be entitled to compensation.

To protect the seller, the SPA also sets limits on the buyer’s ability to bring claims.

These will include rules about how long the buyer has to make a claim (e.g. within 18 months), and how serious a problem has to be before a claim can be made (e.g. only losses over £100,000).

Imagine you’ve bought a brand new car. If something major breaks soon after, you’d expect to go back to the seller — but only for a limited amount of time, and not for minor scratches.

These limits give the buyer a way to protect themselves without the seller having to face claims years after the deal’s done.

📩 The Disclosure Letter

This document sits alongside the SPA. It’s where the seller explains any issues that might mean some of the warranties are not completely accurate.

For example, if the SPA includes a warranty saying “the company isn’t involved in any legal disputes,” but the company is dealing with a small employment claim — the seller would mention that in the disclosure letter.

By doing this, the seller is essentially saying: “We’ve told you about this, so you can’t sue us for it later.”

It’s a bit like buying a second-hand phone. The seller says, “There’s a small scratch in the top corner of the screen,” and you buy it anyway, you can’t later complain about the scratch, since they told you upfront.

The disclosure letter helps reduce the seller’s risk, but it also forces them to be open. If they leave something important out, they could still be liable.

🤝 The Shareholders’ Agreement (SHA)

This document sets out how the company will be run after the investment. It’s agreed among all the shareholders and outlines the rights, responsibilities, and protections for everyone involved.

It covers things like:

• Board seats: who sits on the board and how much influence they have,

• Voting rights: what decisions need special approval, and

• Exit routes: how and when shareholders can sell their shares.

In this deal, the SHA helped align Dishoom’s founders, management team, and investor — so each had the rights they needed to grow the business together and understood each group’s role and responsibilities.

📕 The Articles of Association

This is the company’s legal rulebook.

It’s publicly filed at Companies House (the UK’s registry of incorporated companies) and acts as the company’s formal constitution.

The articles are usually updated as part of a deal like this to match what’s been agreed in the SHA.

🖊️ New Service Agreements

These are contracts signed by key members of the management team. They set out the terms of their employment — including their roles, salaries, any bonus or incentive schemes, and what happens if they resign or are asked to leave.

These agreements are often updated or replaced during a deal to reflect the new structure and expectations after investment.

💡 By the way, if you’re thinking of applying to CMS, training contract applications are open now (might be worth a look).

How can lawyers help to protect a company’s core values?

Dishoom is a B Corp, which means it’s legally committed to goals beyond just profit. For example, the company has donated over 25 million meals to charity.

When a company takes on external investment, there’s sometimes a concern about how it will protect its internal values.

But lawyers can help by writing those commitments into the company’s core documents.

One way lawyers can help is through a purpose clause in the articles of association. This says directors must consider the company’s wider mission (like social impact or sustainability) when making decisions.

Another tool is the shareholders’ agreement, which can include rules that prevent big changes without approval. For example, it might say the company can’t abandon its B Corp commitments, or sell to a buyer with different values unless certain people agree.

In some deals, lawyers set up a “golden share” — this is a special type of share, often held by a founder. It doesn’t carry financial value, but gives the holder the power to block specific decisions that would undermine the company’s core values.

In this deal, CMS ensured that Dishoom’s values remained protected, while still giving the new investor the flexibility they needed to support the business’s growth.

What does a junior lawyer work on in deals like this?

On a big private equity deal like this, trainees and newly qualified associates help in two main ways.

1️⃣ Drafting ancillary documents: At CMS, the junior team members prepared all the sell-side ancillary documents.

These are the supporting documents that sit around the main deal documents — things like board resolutions (approving the transaction) and stock transfer forms (to move shares from seller to buyer).

2️⃣ Project management: In this deal, there were dozens of documents, tight timelines, and multiple parties involved. So, the juniors on the deal were tasked with tracking what’s been drafted, what’s been agreed, and what’s still pending.

That meant managing document checklists and monitoring signing logistics. It also included overseeing how the funds would be distributed — a job that requires a lot of attention to detail.

This kind of work gives junior lawyers visibility with clients and internal teams. Plus, it lets senior lawyers focus on negotiations and structuring, knowing the process is in safe hands.

What can future lawyers learn from this?

For future commercial lawyers, here are three key lessons you can take from this transaction.

🧱 Deals are built, not just signed: CMS started work almost a year before investors came in. That included a full legal health check and early-stage planning.

Sometimes some really valuable legal work happens long before any legal documents are signed.

⚖️ Different parts of the law connect: This deal brought together corporate, tax, employment, and finance teams. Each area shaped the outcome — from how the company was structured to how the founders were incentivised going forward.

You can be an expert in your specialist area, but what makes a strong commercial lawyer is understanding how everything fits into the bigger picture.

📎 At CMS, juniors don’t just watch — they run things: Trainees and junior associates helped manage the process, track deliverables, and keep documents flowing on a tight timeline.

That work isn’t just helpful — it’s essential. It keeps the deal moving and builds relationships with senior lawyers and clients.

TOGETHER WITH CMS* 🤝

This firm’s training contract starts before day one

At CMS, your training contract begins with the award-winning CMS Academy — a two-week programme designed to make sure you’re confident to hit the ground running in your TC.

You’ll spend one week in London understanding how law firms really work, then another inside your future office — meeting colleagues, and working on real matters for clients.

CMS has got:

• 🌍 Offices across England, Scotland and Dubai

• 💼 Opportunities for client and international secondments

• 🎓 SQE sponsorship + maintenance grants up to £15,000

​​🕓 Applications close 30 November (Aberdeen closes 11 January) — so, get started now!

* This is sponsored content

AROUND THE WEB 🌐

• 🌍️ Globetrotter: Easily compare two places to help you choose where to live (considering rent, commute, language, social scene...)

• 🌀 Neat: A website full of animated infographics

• 👅 Game: A rhyming game — really fun

STUFF THAT MIGHT HELP YOU 👌

• 💻️ Free application advice: Check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.

• 📁 Law firm application bank: A growing library of real, verified successful applications for training contracts and vacation schemes. Helpful if you want to learn from others who answered the same questions you’re stuck on.

• 📝 Write winning law firm applications: A practical course to help you write clearer applications, faster. Avoid common mistakes, learn how to structure answers properly, and get lifetime access to future updates. Try it for 14 days, risk-free.