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Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• IN OTHER NEWS 🗞

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

Today's story is one of my favourites we've done with a law firm.

People assume that "green" legal work means charity or corporate social responsibility – essentially, a cost. This deal shows how wrong that is.

Gowling WLG's lawyers helped the Port of London Authority restore muddy riverbank → which helps the environment → and creates biodiversity units → which can be sold to developers for money.

The environmental work can be a revenue stream.

And it's a full-circle moment for me – Gowling was the first firm to ever partner with LittleLaw (back when I was cold-emailing firms from my personal Gmail on lunch breaks).

So, I’m super excited to be covering this deal with them.

If this kind of work interests you, Gowling’s running its ESG essay competition right now. The prize is a week's paid work experience at their London office. One of their vac schemers this year actually won it last year – it can genuinely lead somewhere.

If you want to apply, click here.

– Idin

FEATURED REPORT 📰

​​🌊 How to write a contract for land that disappears twice a day (Gowling WLG just did)

What’s going on here?

Last month, the Port of London Authority (PLA) entered into its first conservation covenant. The PLA is the public body that runs the tidal River Thames – the stretch where the sea's tides push in and out twice a day.

Gowling WLG advised on the deal, and we spoke to the firm's Natural Capital team to learn exactly what that process looked like.

The covenant covers part of the PLA’s own land along the River Thames in Bexley. It requires the PLA to enhance mudflats and saltmarsh – muddy, plant-covered areas at the edge of the river that provide food and shelter for fish, birds and other wildlife – and then look after them for 30 years.

Why would a port agree to protect nature for 30 years?

At first glance, this might seem counterintuitive because most landowners would probably want fewer restrictions on their land, not more (restrictions could make land harder to sell and potentially worth less). But here the PLA chose to bind its own land with a covenant that requires it to enhance the habitat and then maintain it for 30 years – many organisations wouldn't choose to do that voluntarily.

The thing is, the PLA isn't like most landowners. It doesn't exist to make a profit – it's something called a “trust port”.

There’s another reason the covenant makes sense – it could also earn the PLA money.

Since February 2024, most developers in England have had to follow the biodiversity net gain (BNG) rules – created by the same Environment Act 2021 that introduced conservation covenants. Before they can build, planning rules – the rules that decide whether a building project gets permission – require them to leave nature at least 10% better than it was before.

To measure this, the government created a system called biodiversity units. Think of them as “points” for nature. Every piece of land is given a score based on how big the habitat is, how rare it is, what condition it’s in, and where it sits.

Developers can earn extra units themselves – for example, by turning land into grassland, or planting trees and hedgerows. But if they can’t create enough on their own site, they have to buy biodiversity units from someone else.

That's where landowners like the PLA come in. If they restore a low-quality habitat into a much healthier one, its biodiversity score goes up. Those extra units can then be sold to developers who need them.

Why use a conservation covenant?

Before anything could be drafted, the PLA (and its lawyers at Gowling WLG) had a decision to make: which legal tool do you use? If you want to bind land to long-term habitat obligations under BNG, s.100(2)(a) Environment Act 2021 gives a landowner two options 👇

Gowling WLG advised the PLA on the trade-offs between the choices, and the PLA chose the conservation covenant.

Gowling's Natural Capital team explained that the covenant was purpose-built for the BNG system, and it's just as robust as a section 106 agreement. The difference is in who polices it – a section 106 relies on the council, while a covenant uses a responsible body which the landowner picks.

How can you make a legal promise about land that changes every day?

The habitat scheme – what gets restored, where, and how – was designed by the PLA's in-house ecologists. Gowling's job was to turn that ecological plan into obligations that would hold up legally for 30 years. That meant dealing with drafting challenges like these 👇

🌊 The land is constantly changing. Every high and low tide moves mud, sand and water around. You can't treat it the same as planting a woodland and coming back in 30 years to check if it's still there. So the lawyers didn't draft a promise about how the land should look. Instead, they tied the covenant to compliance with a detailed plan – the delivery steps and expected outcomes that the PLA must meet.

📑 They had to determine what “success” even looks like. The covenant needed a clear way to measure success over 30 years. To do that, the ecologists' scheme was written up as a Habitat Management and Monitoring Plan (HMMP) – a detailed document setting out what work must be done, how the habitat will be checked, and what it should achieve. The covenant requires the PLA to comply with it.

🚢 The river still has to work as a port. The River Thames is both a wildlife habitat and one of the UK’s busiest waterways. The new mudflats and saltmarsh can’t stop ships using the river or prevent the PLA from running the port. So the covenant had to protect the new habitat while still letting the Thames operate as a busy working river.

Who makes sure the promise is actually kept?

A conservation covenant can last for decades, so someone has to make sure the landowner keeps their promises over that period.

That’s why the Environment Act 2021 says every conservation covenant must have a “responsible body” – an organisation approved by the government to monitor the covenant and act if the promises are broken.

Here, the responsible body is RSK Biocensus – a private company set up specifically to take on this role.

Gowling WLG’s lawyers told us that the agreement with RSK Biocensus had to set out four key things:

1. 🔍 Monitoring: How often the site must be inspected.

2. 📊 Performance: What happens if the expected biodiversity outcomes aren't achieved.

3. ⚖️ Enforcement: What happens in the event of either party failing to meet its promises.

4. ⏳ Timetable: When the habitat improvements must be completed.

RSK Biocensus already has lawyers and ecologists who specialise in conservation covenants – and Gowling's team knows the regime just as well. That meant the negotiation time was spent where it was actually needed – dealing with the new questions raised by this deal.

What role did Gowling WLG’s lawyers play?

If you look beyond the environmental benefits, there were some fundamental property and commercial elements to this deal. Here’s what Gowling's lawyers did:

• 📜 Drafted a promise that runs with the land. The covenant binds the land title itself, not just the PLA – whoever owns the land next inherits the obligations. Getting that right is important because the covenant needs to be enforceable even decades from now.

• 📐 Tied the obligations to something measurable. Instead of unspecific promises to "protect nature", the covenant commits the PLA to the specific delivery steps and outcomes in the HMMP – so there's always a clear test for whether it's being complied with.

• 🤝 Negotiated the responsible-body terms. That’s the monitoring, enforcement, funding and timetable arrangements with RSK.

This deal was a first of its kind – but not because conservation covenants are new (dozens already exist). What made this one different is the land itself. Every previous covenant sat on dry land, but this one covers an intertidal site – the stretch of riverbank that's underwater at high tide and exposed at low tide.

No one had written a covenant for land like that before. So when questions came up – like how to define obligations on a site that never stays still – there were no earlier agreements to base it on. The PLA, Gowling WLG and RSK Biocensus teams had to work the answers out together.

The PLA is responsible for 95 miles of the River Thames – this covenant only covers one stretch in Bexley. If the project succeeds, the framework (the structure of the obligations, the responsible-body arrangements, the monitoring regime) could be reused up- or down-stream.

What do trainees do on deals like this?

The partners and senior lawyers weren't working alone – and a deal with no precedent like this is a brilliant opportunity for trainees at Gowling WLG. The area is so new that nobody has decades of experience in it, so juniors get to contribute to questions the industry is still working out.

The trainee solicitor on this deal was Gideon Leibowitz – and he's worked on several other conservation covenants too.

On deals like this, here's the kind of work a trainee gets involved in:

📑 Provide due diligence materials to the responsible body. Before a responsible body can sign a conservation covenant, it has to check whether the person giving the covenants really owns the land and has the right to make the promise. That means gathering documents from HM Land Registry – the official record of land ownership in England and Wales – and other records of any rights over the land, then sending them to the responsible body's lawyers.

✍️ Draft some of the clauses of the covenant. A trainee is often involved in drafting elements like the definitions (the "interpretation" clause), how formal notices are served (the "notices" clause), and the boilerplate provisions (the standard clauses that appear in almost every contract). After the trainee drafts these, senior lawyers review them before they are sent across to the other side.

🔎 Undertake searches and legal research. This means checking the official records for anything that could get in the way of the covenant. That includes other people's rights over the land (called "third-party interests") and restrictions on the title that might stop the biodiversity outcomes being met – trainees uncover these through things like environmental searches and checks for compulsory purchase schemes. There may also be research involved. Since conservation covenants only became available in 2022, there's very little case law. That means going back to first principles – the Environment Act 2021 itself, the government's guidance, and the small number of covenants that already exist – to see how others have handled any uncertain points.

🧑‍💼 Provide project management support. This deal had the PLA, RSK, ecologists and two legal teams all working at once. Someone has to keep everything moving – tracking which version of the covenant is the latest, chasing the documents each side still owes, and making sure any agreed changes actually make it into the documents. It's not the most glamorous role, but on a multi-party deal like this it’s an important area where a trainee can help a lot.

After the covenant is signed, the work doesn't stop. Next, the PLA delivers the habitat works – and once the biodiversity units exist, it can start allocating them to developers. The team at Gowling WLG told us those sale agreements are exactly the kind of contracts that trainees and junior associates get to run (under close supervision) to build their experience.

What bigger picture trends does this show?

The PLA’s conservation covenant only covers one small stretch of the River Thames. But it shows where the sector could be heading next.

• 🔁 The legal framework can be reused, but every site is different. The same structure could work for other tidal and coastal landowners across the country – harbours, estuaries, coastal estates. But every habitat is different, so the ecological details need to be drafted each time.

• 📈 The biodiversity market is likely to keep growing. The government hopes biodiversity net gain (BNG) will attract more than £1 billion a year of private investment into nature by 2030. As more developers need biodiversity units – and more organisations choose to buy them voluntarily – the market is expected to become much larger.

• 🌍 Nature could become a whole new type of market. The same idea could apply to other environmental problems – for example, landowners could earn nutrient neutrality credits that offset water pollution from new housing.

Just a few years ago, natural capital – using legal and financial tools to protect and restore nature – was a very small area of law. Today it's a fast-growing practice area, and Gowling WLG is one of the firms shaping it. It’s doing first-of-its-kind work, while giving junior lawyers a hand in answering questions nobody has answered before.

IN OTHER NEWS 🗞

• 📈 The London Stock Exchange is launching an (almost) 24-hour trading venue. It’s named LSE 24, and it’ll run from 5pm to 7.50am on weekdays – so combined with normal market hours, trading almost never stops. It's designed for algorithmic and "agentic" trading, where AI agents place trades themselves, and launches in 2027.

• 🏭 The government has nationalised British Steel. Ministers used special powers that let them seize a steelmaker considered vital to the country after rescue talks with its Chinese owner, Jingye, collapsed.

• 🛍️ eBay has been given the green light to buy Depop for $1.2 billion. The Competition and Markets Authority approved the deal at Phase 1 (the initial stage of a merger review). It decided the deal wouldn't harm competition in the UK's second-hand fashion market. Depop (founded in London in 2011) is being sold by Etsy. Freshfields is advising eBay, with Fenwick & West and Jones Day acting for Etsy.

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.