Together with

Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• TOGETHER WITH IRWIN MITCHELL* 🤝

• IN OTHER NEWS 🗞

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

If you’re doing law firm applications, let me remind you of one thing (that’s easy to forget).

Right now — at this this exact moment — you’re reading an email to help you progress in your legal careers, when you could be doing literally anything else.

That alone says a lot.

Lots of people want to break into commercial law.

Way fewer actually turn up, week after week, to learn, to increase their understanding, and improve their chances.

And I know, for a fact, that you’re part of the few that turn up.

It doesn’t matter where you are — rejections, interviews, ACs, even an offer.

But the fact you’re reading this tells me one thing for sure: you’re taking responsibility for your own chances.

And that’s bigger than you think.

See, what you’re doing isn’t glamorous — you’re just reading an email newsletter at the end of the day.

But this is how growth actually happens.

In the quiet, consistent (slightly boring) moments. This is when most people lose motivation.

And, because it’s hidden, no one celebrates you for this.

So, I’ll say it: Well done. You’re doing the right things.

Every story you read, every idea you pick up, that’s a brick. And over time, those bricks start to add up. They turn into curiosity, commercial instincts, and (most importantly) confidence.

You’ll build a sense you actually belong in this world.

Keep going.

Because you’re closer than you think.

– Idin

P.S. Today’s issue is in partnership with Irwin Mitchell — once you’ve read it, let me know your thoughts.

P.P.S. Their TC application is open right now (apply here)

FEATURED REPORT 📰

🎲 What lawyers actually do in a gaming deal (and how it’s changing)

What’s going on here?

Irwin Mitchell’s corporate team helped the owners of Click Competitions sell their company.

Click Competitions is a UK-based online platform where people enter competitions to win prizes. The buyer was Winvia, an entertainment company that runs prize draws and online gaming.

Why did Winvia buy Click Competitions?

Click Competitions runs weekly prize draws with rewards like cars, luxury goods, and cash. Its mix of prizes attracts tens of thousands of players each week and it’s built a strong reputation for trust.

Winvia is an entertainment company group in the gaming sector. It bought Click Competitions to add a fast-growing and reliable brand to its portfolio.

For Click Competitions, joining Winvia brings access to new technology, expert support, and more resources to help it grow.

What do buyers look for in gaming sector acquisitions?

When buying a business in the online prize draw or gaming space, there’s more to think about than just price. Deals in this sector bring extra scrutiny around fairness, regulation and reputation.

🎲 Gambling law compliance

The specifics of the Click Competitions deal are confidential. But, generally speaking, buyers in this sector will be keen to check whether the target company (the one they’re buying) complies with UK gambling laws — or better still, falls outside their scope altogether (which would mean the business isn’t classed as gambling in the first place).

“Lotteries” are tightly regulated under the Gambling Act 2005, but “prize competitions” aren’t.

In this deal, Click Competitions fell outside the scope of gambling laws because its competitions offer a free entry route — making it a prize competition.

🤝 Fair customer terms

The lawyers acting for a buyer in this sector should, among other things, carefully review the target company’s customer terms to make sure they’re clear, fair and legally compliant.

For example, under the Consumer Rights Act 2015, any term that gives the business an unfair advantage over customers could be a red flag and may lead to reputational or legal risk.

This means buyers of businesses in this sector will tend to look closely at things like refund policies, cancellation rights and prize claim terms to make sure they don’t disadvantage customers.

📣 Advertising rules

Competition sites must follow strict ad rules.

If the target business advertises on Meta or Google, the buyer will likely check to see if it holds a valid Real Money Gaming authorisation. This gives it permission to promote or advertise competitions where players can win real cash or valuable prizes.

💻 Data protection and cybersecurity

Buyers in this sector (or their lawyers) are also likely to look at how customer data is collected, stored and used.

With most entries and marketing carried out online, compliance with UK GDPR is key. This includes how the target company verifies age and gets valid consent (especially for younger users).

What do buyers look for in gaming sector acquisitions?

In any company sale (where all the shares are purchased, rather than the business and certain assets), the rule is simple: buyer beware (or caveat emptor in Latin). When someone buys all the shares in a company, they take on everything that comes with it, good and bad.

To manage that risk, buyers ask sellers for warranties — contractual promises about the state of the business.

In the online competitions sector, these can cover things like:

• Compliance with applicable laws (for example, “The terms and conditions have at all times complied in all material respects with the Consumer Rights Act 2015, the Committee of Advertising Practice's UK Advertising Codes and the Gambling Act 2005.”)

• Unfair commercial practices (such as, “The company has not committed any unfair commercial practices within the meaning of the Consumer Protection from Unfair Trading Regulations 2008 (the “CPUTR”) and all marketing communications, advertisements and invitations to purchase have at all times complied in all material respects with the CPUTR.”)

• Handling of customer data (such as, “The Company has complied in all material respects with all applicable data protection laws.”)

  General financial health of the company (for instance, “All taxes for which the Company has been liable to account for in the past 5 years have been duly paid.”)

Warranties serve two main purposes in any deal:

🔦 Firstly, to flush out issues early. They encourage sellers to reveal any problems before signing — what lawyers call the disclosure process.

🛡️ Secondly, to protect the buyer later. If any promises turn out to be false, the buyer can claim compensation (unless the issue was properly disclosed before signing).

Why do buyers sometimes keep sellers involved after a sale?

Click Competitions has been led by its founders, Justin Franklin and Daniel Oldham, since 2020 (they were the sellers in this deal).

When a larger company buys a smaller founder-led business, the founders’ knowledge is often key to keeping things running smoothly. For that reason, buyers usually ask them to stay on for a while — often as employees or consultants — to help with the transition. This period could be anything from three months to a year — or sometimes longer if the founders’ experience and relationships are particularly central to the company’s growth.

Sometimes, part of the founders’ payment depends on how well the business performs after the sale. This is called an earn-out.

Earn-outs are also heavily negotiated.

For example, during an earn-out period, founders often want limits on what the buyer can change. For instance, they may want to stop the buyer from cutting key products or services, or diverting customers to other parts of the buyer’s group, since that could result in lower profits and, as a result, reduce the earn-out payment.

Buyers, meanwhile, will want the freedom to run the business their own way and make strategic changes.

How did Irwin Mitchell’s lawyers work with the corporate finance advisers?

In this deal, Irwin Mitchell’s lawyers worked closely with the corporate finance advisers, Gerald Edelman.

But what do corporate finance advisers actually do?

Well, they handle the financial elements of the deal.

Their job is to:

• Value the company to be sold and help agree on a fair price.

• Advise on deal structure — for example, whether the sale should be made for cash, shares, or a mix of both.

• Negotiate the financial terms of the sale and purchase agreement, such as how and when payments will be made.

Corporate finance advisers often speak directly with both the buyer and the seller. So they can step in to solve financial issues that lawyers can’t easily resolve.

Lawyers, on the other hand, focus on drafting and negotiating the legal documents to reflect those agreed financial terms.

What big picture changes are shaping the competitions industry?

Deals like Winvia’s acquisition of Click Competitions don’t happen in isolation. They’re part of the UK’s fast-growing prize draws and competitions market.

The sector has expanded rapidly in recent years, attracting more investment. But with that growth has come greater scrutiny.

The government has raised concerns about transparency, consumer protection and the risk of gambling-related harm. To address these concerns, it has hinted at tighter regulation that could bring the prize competitions sector under the Gambling Commission’s control, adding stricter rules.

For now, the government has taken a lighter-touch approach through a proposed voluntary code of conduct — this focuses on player protection, transparency and operator accountability. The aim is to raise standards and build public trust without imposing full regulation, giving operators the chance to show they can run their businesses responsibly.

For law firms, these changing rules can create new areas of work.

Law firms advising prize draw and competition clients will help them interpret the code, strengthen internal compliance and prepare for possible regulation.

Irwin Mitchell’s work on this deal shows the role law firms increasingly play in this sector: being long-term partners to businesses, helping them navigate their goals in a changing regulatory environment.

The examples in this article are for illustration only. They don’t relate to the Click Competitions deal and are simply there to show the kinds of issues and terms that can come up in similar transactions.

TOGETHER WITH IRWIN MITCHELL* 🤝

What makes a firm “good to train at”?

At Irwin Mitchell, you’ll get varied work, real support, and a firm that wants you to qualify.

Since they’re full-service, you’ll work on meaningful matters for individual clients or big business work. Not many commercial firms do both.

Here’s what feels different about training at IM:

• A clearer path: Pick one stream (“Individual” or “Business”) so your experience builds logically

• Trained to stay: The firm keeps the majority of trainees at qualification (last year, they kept 91%)

• Real experience: Work on live matters from day one — building real-life experience

If you want a firm that’s welcoming, practical, and development-focused, it’s a great place to train.

P.S. Applications close on 1 December (you’ve only got 12 days)

IN OTHER NEWS 🗞

• 🌍 Ashurst and Perkins Coie are merging to form a huge transatlantic law firm. The combined firm will have about $2.7 billion in annual revenue, making it one of the world’s top 20 firms (and the biggest US–UK tie-up since A&O Shearman). Both firms say their clients need global support, so joining forces helps them compete with the largest international players. The new firm will be called Ashurst Perkins Coie — it’ll have 3,000 lawyers in 52 offices across 23 countries, with hubs in Seattle, London, Sydney, and New York.

• 🇦🇿 Squire Patton Boggs will open a Baku office in early 2026, giving it a rare on-the-ground presence in Azerbaijan. The firm says this “first-mover” position helps it win work as the country shifts beyond oil and gas and builds a stronger legal system. Only a few international firms operate locally, so Squires is betting on growing demand from Azerbaijani companies, foreign investors and new arbitration reforms.

• 💷 The government has stepped back from plans to tax LLPs, after weeks of backlash from law firms (and other professional partnerships). We wrote about the earlier proposed LLP rule changes here. The government was considering requiring LLPs (the structure most law firms use) to pay a new tax. The FT now says the government’s backing away from the idea. Tax experts warned the proposal would have driven consolidation across the sector.

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.