Introduction
As cryptocurrency grows, fraud schemes have become more common, leaving victims with limited options to recover assets. A freezing injunction is a crucial legal tool that prevents fraudsters from dissipating assets during legal proceedings. This blog explores the role of freezing injunctions in protecting victims and ensuring digital assets remain recoverable in fraud cases.
What is a freezing injunction?
A freezing injunction is a legal order designed to prevent a party from disposing or dissipating their assets. In cases of crypto fraud, it is often used to stop fraudsters from transferring cryptocurrency. However, the injunction typically freezes the credit balance held by an exchange, not the cryptocurrency itself. This distinction is important, as it targets the debtor’s balance owed to the fraud victim rather than the cryptocurrency directly, which can create complexities in proving the existence of the balance within a wallet.
Why freezing injunctions are essential in cryptocurrency fraud cases
Freezing injunctions are crucial in cryptocurrency fraud cases due to their ability to address unique challenges. They help preserve assets and offer victims a chance to recover stolen funds. Key reasons for their importance include:
- Overcoming anonymity: Paired with disclosure orders, freezing injunctions can compel exchanges to identify wallet owners or freeze accounts.
- Global reach: They can be applied internationally to address cross-border fraud.
- Preserving volatile assets: They prevent the dissipation or conversion of cryptocurrencies, protecting their value.
- Deterrence: They discourage fraudsters from further activity and warn third parties about prohibited transactions.
- Legal recognition: Many jurisdictions recognize crypto as property, making injunctions effective.
- Enhancing recovery: They provide time to trace assets and use blockchain forensics to gather evidence.
Key Legal Cases Shaping Freezing Injunctions in Cryptocurrency-Related Fraud
Several landmark cases have shaped the way courts approach the application of freezing injunctions in cryptocurrency-related fraud, setting significant precedents that influence the protection of digital assets. These cases demonstrate the evolving understanding of how such injunctions can address the unique challenges posed by cryptocurrencies.
Ras Al Khaimah Investment Authority (RAKIA) v. Bestfort Development Ltd [2018] EWHC 3331 (Comm)
While not directly involving cryptocurrencies, this case addressed the challenges of enforcing asset freezing orders across jurisdictions with differing legal systems. It influenced how UK courts approach international cooperation in freezing injunctions for cryptocurrency fraud, stressing the need for global cooperation to ensure their effectiveness.
AA v. Persons Unknown [2019] EWHC 3556 (Comm)
In this case, the High Court ruled that cryptocurrencies like Bitcoin are considered “property” under English law, enabling the use of proprietary remedies such as freezing injunctions. The claimant sought to recover stolen cryptocurrency, and the court’s decision clarified that digital assets can be legally protected in the same way as traditional property.
Ion Science Ltd v. Persons Unknown [2020] EWHC 1088 (Comm)
The court granted a freezing injunction in a case involving anonymous fraudsters and untraceable cryptocurrency assets. This decision highlighted the court’s willingness to issue orders for digital currencies held on multiple platforms, even when the fraudsters’ identities were unknown.
Perusa v. Bensouda [2021] EWHC 679 (Comm)
This case confirmed that freezing injunctions can be applied to cryptocurrency assets, even across borders. The High Court granted a worldwide freezing order to prevent fraudsters from dissipating digital assets, setting an important precedent for the protection of victims in international cryptocurrency fraud cases.
Challenges in Enforcing Freezing Injunctions Across Different Jurisdictions
Enforcing freezing injunctions in cryptocurrency fraud cases presents a range of challenges, primarily due to the decentralized and often unregulated nature of cryptocurrency exchanges and wallets. These challenges become even more complex when dealing with multiple jurisdictions.
International Jurisdictional Issues
Cryptocurrency fraud often involves assets across multiple jurisdictions, some of which may not recognise foreign court orders. As seen in RAKIA v. Bestfort, securing cooperation for enforcement can be challenging, particularly where there are no reciprocal agreements or treaties between countries.
Decentralised Platforms and Lack of Regulation
Cryptocurrencies are stored on decentralised, unregulated platforms, making it difficult to trace or freeze assets. Unlike traditional banking, where accounts are identifiable, cryptocurrencies can be stored anonymously and transferred instantly across borders, complicating enforcement.
International Cooperation
Effective international cooperation is crucial for enforcing freezing injunctions, but the lack of consistent global regulation on cryptocurrencies means cooperation is often inconsistent. As demonstrated in Perusa and Ion Science, the absence of clear global standards leaves victims exposed to fraud, emphasising the need for stronger international regulatory frameworks.
Asset Tracing
Tracing cryptocurrency through the blockchain can be a complex process, but it is made possible by the transparent and immutable nature of blockchain technology. By analysing transaction data on the blockchain, investigators and advisers can trace the flow of crypto-assets from one wallet to another. Third-party experts, such as blockchain forensic specialists, use sophisticated tools to de-anonymise transactions, identify wallet addresses, and track assets across various platforms. Their assistance is crucial in cases of fraud, theft, or money laundering, providing the expertise needed to follow the digital trail and recover assets or identify perpetrators.
Conclusion
Freezing injunctions are crucial in combating cryptocurrency fraud, addressing issues like anonymity, global reach, and asset volatility. However, cross-border enforcement remains challenging, highlighting the need for stronger international cooperation. As legal systems evolve, freezing injunctions will remain essential in protecting victims and recovering stolen assets. For expert guidance and assistance in tracing cryptocurrency or securing freezing injunctions, don’t hesitate to contact us.
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Do employers understand neurodiversity sufficiently to address it in the workplace? Perhaps not. Acas suggests that around 1 in 7 people in the UK are neurodivergent and 59% of line managers do not know how to make a reasonable adjustment to support those employees.
To raise awareness and help employers build inclusive organisations, Acas has recently launched a campaign called “Neurodiversity at work” in which it has updated existing guidance, produced training videos and published several infographics on Neurodiversity which can be used by employers.
Some of the new Acas material is based on independent research from the University of London which makes for a full and useful analysis of the workplace issues to be addressed. As might be expected, the research makes suggestions and recommendations for employers to create a truly inclusive workforce.
Good practices include:
- Flexible and easily accessible adjustments being made without a formal clinical diagnosis (e.g. flexible working and adaptive technology)
- Reliance on a trust-based approach which recognises lived experiences rather than deferring to medical diagnoses
- Use of inclusion metrics in performance reviews
- Offering specialist career pathways for workers with specific talents
- Training leaders and managers
- Offering reverse mentoring to senior managers to help them improve their knowledge
Useful case studies are provided for analysis which will give employers plenty to work with as they develop their skills and understanding.
Whilst there is some mention of the Equality Act 2010 and what reasonable adjustments might look like, the Acas guidance and independent research emphasises that employers need to go further than just considering the likely legal obligations arising from neurodiverse employees who are deemed disabled.
The research conclusion is best summarised by the statement “Neuroinclusion and harnessing the talent of neurodivergent workers must be addressed through a holistic organisation and policy approach as part of wider equality, diversity and inclusion and wellbeing initiatives.”
If you are looking to take positive steps to put neurodiversity firmly on your organisation’s agenda and want legal support with policies, contractual changes and managing organisational risk, please contact your normal RWK Goodman contact.
Links:
Acas guidance: Making your organisation neuroinclusive – Neurodiversity at work – Acas
Independent research: Neurodiversity at work: bridging research, practice and policy | Acas
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Catherine Morgan joins RWK Goodman as a partner in the Family law team, strengthening the growth of RWK Goodman’s Family law capability in the Thames Valley.
Catherine, who lives in Oxfordshire, joins RWK Goodman from Blake Morgan in Oxford and advises clients in divorce matters, financial remedy negotiations, private law Children Act matters and pre-nuptial/post-nuptial agreements. She has extensive experience across a wide range of family law advice and is an accredited specialist with Resolution – advising clients with empathy and a practical and solutions-focussed approach.
Catherine was named by eprivateclient in 2019 as one of the top 35 professionals in the private client sector and regularly features in Legal 500 and Chambers and Partners, with the latter commenting in 2022 that “she has very good client-handling skills and leaves no stone unturned – she is a remarkable strategic thinker.”
Catherine comments:
“I am delighted to join RWK Goodman’s growing family law team. It’s an exciting time to join the firm and I look forward to working with the team to support the continued growth of the practice and of RWK Goodman.”
Commenting on her appointment, Simon Bassett, who heads the Thames Valley & London Family law teams at RWK Goodman said:
“We are thrilled to welcome Catherine to our Family law team in Oxford. Catherine's broad and extensive experience, along with her relationships with key family law stakeholders and associations, will greatly complement our Family offering and our continued growth in Oxford.”
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The injuries to mum.
From 26 weeks, our client’s Symphysis Fundal Height (SFH) measurements showed the baby was consistently larger than expected. The SFH is the distance (in centimetres) from the top of the mother’s pubic bone (symphysis pubis) to the top of the uterus (fundus). The measurement roughly matches the number of weeks pregnant a woman is (e.g., 28 cm at 28 weeks). All of the measurements at each antenatal appointment showed that the baby was large. By 39+5 weeks, the SFH was above the 90th centile, indicating potential macrosomia (large birth weight).
Our client had a vaginal delivery at 40+5 weeks wherein she suffered a complication known as shoulder dystocia (where the baby’s shoulder gets stuck behind the mother’s public bone) and sustained a fourth-degree tear which needed surgical repair. The baby’s birth weight was 5300g (11lbs, 6oz). She now suffers severe faecal incontinence and urgency, as well as stress urinary incontinence.
Making a negligence claim.
Our client instructed RWK Goodman to investigate a claim for negligence.
Our maternal birth injury team instructed an obstetric expert who confirmed that there was a failure to arrange a growth scan, which would have confirmed that the baby was large. It was admitted by the hospital that our client should have been offered an early induction of labour at around 38-39 weeks or an elective caesarean section at 39-40 weeks. Our client testified that she would have opted for a caesarean section and therefore in that scenario she would have avoided the fourth-degree perineal tear and other injuries.
Our team also instructed experts to assess the extent of her birth injury, and we obtained medical reports from a colorectal surgeon, uro-gynaecologist and a psychiatrist. Our client continued to experience faecal and flatus incontinence, faecal urgency, and stress urinary incontinence. This was extremely distressing for our client and impacted on her ability to carry out normal day-to-day tasks. Our team of experts have advised that her symptoms will not improve without treatment and will likely deteriorate with age and hormonal changes.
We presented a comprehensive treatment schedule to the defendant hospital which included a Sacral Nerve Stimulation (SNS) device for the management of faecal incontinence, surgery for stress urinary incontinence and psychotherapy for the acute psychological distress she had suffered.
The settlement.
£300,000 was secured from the Defendant Hospital for our client’s compensation. This comprises of £110,000 for the pain and suffering associated with her extensive injury and the remainder for her financial losses, including her comprehensive future medical treatment.
Our expert solicitors are on your side when you or a loved one has suffered a life-changing birth injury as a result of negligence. Contact our enquiries team today to find out how we can help.
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Our birth injury expertise.
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What happened.
The key allegation related to informed consent – there was a failure to advise the client as to the risk of her baby suffering shoulder dystocia and a failure to give her the option of proceeding by way of an elective caesarean section.
The client was a type 1 diabetic and her baby was of a large size, which is a key factor in assessing whether the risks of shoulder dystocia should have been discussed and whether an elective caesarean section should have been presented as a reasonable option. During her pregnancy the client expressed concern to the clinicians about the need for an emergency caesarean section and requested an elective caesarean section on a further occasion, but this was refused. Had she been given the option of a caesarean section she would have taken it, resulting in no injury to her or her baby.
The impact on our client.
The client suffered the physical trauma of birth and required episiotomies, extensive suturing and suffered with infections. These injuries were balanced against the impact of a caesarean section but for the alleged negligence.
Our client also suffered psychological trauma, including anxiety and depression, as a result of witnessing her baby in a poor condition. She continues to suffer with some mild anxiety/depressive symptomology and continued avoidance/phobic symptoms related to pregnancy and childbirth (which is now permanent). As a result of this the client does not intend to have another child (as she had previously planned) and her partner has undergone a vasectomy. Her psychiatric symptoms are unlikely to improve.
Settlement.
After working towards a trial on liability, the parties agreed to settle the claim following a RTSM in January 2025.
Our expert solicitors are on your side when you or a loved one has suffered a life-changing birth injury as a result of negligence. Contact our enquiries team today to find out how we can help.
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Our birth injury expertise.
What happened.
The key allegation involves informed consent and the fact that there was a failure to advise his mother, who is type 1 diabetic, of the risk of shoulder dystocia and give her the option of proceeding by way of an elective caesarean section, which would have been avoided our client’s injuries.
The client’s mother expressed concern about the need for an emergency caesarean section on 04.03.16 and requested an elective caesarean section on 11.03.16. The client’s large size was a key factor in assessing whether the risks of shoulder dystocia should have been discussed and whether an elective caesarean section should have been presented as a reasonable option. Had she been given the option of a caesarean section the client’s mother contended that she would have taken it and the client would have been born uninjured.
There was also a less significant claim based on the client’s Erb’s palsy being caused by the negligent use of downward traction during delivery. The client’s right arm symptoms attributable to the Erb’s palsy resolved within one or two years.
The impact on our client.
The client has mild dyskinetic cerebral palsy – GMFCS Level 1. He has some lower limb clumsiness/lack of co-ordination which renders him unable to run. He will always be able to walk and transfer but is likely to use a wheelchair for distance when older. Single level accommodation would be easier for the client. Upper limb fine motor skills/lack of co-ordination are the major physical deficits.
Our client is unlikely to be independent with all daily activities in the future and will require some supervision and support. He will require input from occupational therapists in the long term.
In terms of cognitive deficits he has mild learning difficulties but unlikely to have any executive/working memory issues on neuropsychological testing (recommended in three or four years). His autistic traits give rise to anxiety and social issues. His capacity for work will be adversely impacted by his fine motor issues in the upper limbs and potentially cognitive/learning difficulties.
It is unlikely that he will have capacity at the age of 18 for complex decisions/issues but this will require review at age 17. He is likely to make simple decisions with appropriate support. His symptoms are unlikely to improve and his life expectancy will be limited to around 70 years.
Settling the claim.
After working towards a trial on liability, the parties agreed to settle the claim following a RTSM in January 2025.
Settlement was reached in the sum of £2,965,350. A breakdown of the settlement can be estimated as follows:
- Breakdown of General Damages: Pain, suffering and loss of amenity: £200,000.
- Breakdown of Special Damages:
- Past losses £150,000.
- Future losses – Care, Assistance and Case Management £1,200,000; Loss of Earnings £500,000; Future Medical and Therapies £500,000; Future Equipment £100,000; Future Accommodation £100,000; Future Deputyship £215,000.
Our expert solicitors are on your side when you or a loved one has suffered a life-changing birth injury as a result of negligence. Contact our enquiries team today to find out how we can help.
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Our birth injury expertise.
What went wrong?
Our client was his mother’s first child and early on during the pregnancy there were concerns related to a possible miscarriage. By the time our client’s mother began to go into labour on 5th September 2007, our client’s heart rate was very high and his mother was therefore kept in hospital. Following a fetal scalp blood test in the early hours of the next day, our client’s mother was rushed into theatre for a caesarean section.
Our client was born on 6th September 2007 in a very poor condition. There were two loops of umbilical cord wrapped around his neck and a “true knot” in the cord. As a result he was exposed to a prolonged period of chronic partial asphyxia and went on to experience an episode of hypoglycaemia in the hours following his birth.
How was our client affected?
As a result of these complications during his birth, our client has cerebral palsy and the associated difficulties of microcephaly, developmental delay, visual impairment, language impairment, intellectual disability, autism and behavioural issues. Additionally our client has epilepsy and a sensory processing disorder.
As our client approaches adulthood, his significant behavioural issues have been increasingly apparent. He is incapable of occupying or looking after himself, he will never be able to work, he lacks capacity to manage his property and affairs and will require lifelong support, and he will require two experienced carers at all times.
As part of the claim we alleged that, but for the failures, he would have been uninjured and would have been entirely healthy.
How RWK Goodman assisted.
It was eventually admitted that there were multiple failures during our client’s birth, including that had he been delivered by midnight, he would have avoided his injuries.
Court proceedings were put on hold so that our client could reach maturity and his needs could be properly assessed. In the meantime, RWK Goodman assisted our client in obtaining funds to purchase a “forever home” so that all of his needs could be met. Eventually, following a stabilisation in our client’s condition, the claim was restarted.
The claim settled shortly before trial in January 2024. The case was heavily disputed, with main points of contention being the award for future care, occupational therapy and life expectancy.
Our expert solicitors are on your side when you or a loved one has suffered a life-changing birth injury as a result of negligence. Contact our enquiries team today to find out how we can help.
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Our Real Estate team recently helped long-term learning & development client Calex secure their training site in Slough, agreeing a 10-year lease extension on a site that will deliver the ideal in-person learning environment.
Over the last 20 years Calex have developed their offering from traditional learning & development into a bespoke learning solutions partner, primarily focusing on automotive clients including Stellantis, Ford, Porsche, and more.
David Miell-Ingram, Managing Director explains:
“The outlook appears bright with the company growing into other sectors and skills in AI and immersive learning. Not bad for a family run start-up company that now has over 500 staff with no acquisitions along the way.”
"We have used RWK Goodman as a partner since helping to create the business many years ago and don’t see us changing that...it’s comforting to know that an expert is always on hand to help."
David Miell-Ingram,
Managing Director at Calex.
Securing the space for Calex.
With ambitions for further growth, Calex needed to retain its main training centre to demonstrate their commitment to data-driven learning as they grow into other sectors and upskill in AI and immersive learning. And that’s where David Lane and our Real Estate team came in.
For David Miell-Ingram, this is about growth:
“This new property enables us to deliver apprenticeship, technical and commercial training for a premium automotive manufacturer. The building provides the right environment to showcase our unique approach to data-driven learning and enables our partners to understand the impact on such an investment.”
Having advised Calex with its original lease at the site, supporting them taking on such a significant investment and helping them into the property, we understood the importance to the business of securing the space going forward. The location has a bespoke fit-out tailored to the automotive industry and is perfectly sited within the Thames Valley.
Calex’s trusted legal partner.
This deal is just the latest step in our ongoing partnership with Calex that goes beyond their real estate needs.
Our commercial lawyers have worked with David and the management team at Calex since its inception in all things from Corporate law to Employment; their expert legal partner as they grow.
In David Miell-Ingram’s words:
“We have used RWK Goodman as a partner since helping to create the business many years ago and don’t see us changing that. People may change however our values and behaviours remain aligned. This can’t always be measured however it’s comforting to know that an expert is always on hand to help.”
"The transition here from sub lease to head lease was particularly involved, with difficult negotiations with both old and new landlord, as there have been extensive alterations to the unit. Ultimately we were able to bring this all together and ensure a seamless transition."
David Lane,
Senior Associate in Real Estate.
How we can help you.
Our expert solicitors offer pragmatic advice to underpin the framework of any successful business. And in plain English.
With specialists in many different sectors and areas of law, RWK Goodman is here to fight your corner.
If you are looking for legal support with a commercial lease, don’t hesitate to contact our Real Estate solicitors for pragmatic advice on your property portfolio.
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Negligent treatment by GPs.
From November 2018 to January 2019, our client repeatedly attended her GP complaining of severe pain, redness and swelling in her left foot.
The GPs failed to carry out appropriate tests or make a referral, despite our client having CREST syndrome which increased her risk of ischaemia. They also failed to recognise that gangrene was developing on her foot.
Eventually, our client contacted the hospital herself and was admitted in January 2019. She was diagnosed with critical limb ischaemia and dry gangrene.
As a result of the ischaemia being left to develop, our client’s big toe, second toe, third toe and half of her fourth toe had to be amputated.
How this impacted upon our client.
After the loss of three and a half toes, our client was unable to walk without pain and could only walk slowly for a short distance. It was especially painful due to her pre-existing CREST syndrome, as she had little padding on her left foot. She also had difficulty driving.
With her restricted mobility, our client could not go out much and became isolated at home with very little social contact. Her dog was a great comfort to her, but she was not able to walk him very far.
Additionally, our client was unable to work due to her disability and was faced with a substantial loss of earnings and independence. She felt guilty for having to depend on her elderly mother for lifts and financial support.
The events had a significant impact on our client’s mental health, and she was diagnosed with an adjustment disorder and mixed anxiety and depressive disorder. Our client also required treatment with a podiatrist and bespoke shoes. The fifth toe and remainder of the fourth toe will eventually have to be amputated and, as a result, our client will require prosthetic toes.
How RWK Goodman helped.
The settlement of £150,000 will allow our client to fund her ongoing podiatry care, including prosthetic toes and specially-made shoes.
The money will help to pay for assistance with dog walking, gardening, travel and occupational therapy. Our client will also be able to access CBT therapy for her mental health struggles. She can now rely less on her mother and start to regain some of the independence that she lost due to negligence.
When you’ve experienced injury as a result of a GP’s negligence, you may be looking for justice through a compensation claim. Our expert solicitors are here to help.
Contact our enquiries team
How we can help after GP negligence.
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Scott Preece of RWK Goodman sat down with Alex Hewitt of Anaphite to talk through some of Anaphite’s experience of raising equity investment, and to discuss any key tips Alex would pass on to other founders who may be looking to follow a similar journey.
Scott Preece is a partner in RWK Goodman’s Bristol corporate team specialising in venture capital / private equity transactions, and is the lead for our Technology sector in the South West.
Alexander Hewitt is Co-founder and COO at Anaphite Ltd and leads their fundraising. Anaphite was founded in 2018 and is headquartered in central Bristol. Anaphite believes that creative chemistry will accelerate the energy transition. Anaphite specialises in formulation and process technologies for dry coating of electrodes. Anaphite works with the battery industry to optimise dry coating, manufacturing better and more sustainable batteries at lower cost.
Scott asked the questions and Alex provided the responses.
How much investment have Anaphite raised to date?
So far, $23 million.
Thinking back to the pitching process, clearly belief in a product, a strategy and a well-articulated awareness of a target market is important, but are there other key points you’ve identified from your experience?
Of course. Those things are all key as a starting point to a successful pitch, but at the early stage, ultimately I think it’s important to demonstrate that you can take a concept, effectively think through the risks that might make it fail, and how you plan to mitigate them. Then drive home the reasons why if it is successful, the benefits significantly outweigh the risks of failure.
Because you’re not just selling the idea, you’re selling your ability to adapt and change as you grow that idea.
Understanding your audience is also important – for example, angel investors are obviously interested in product, strategy, etc, but if you’re pitching directly to an angel one on one, often it can be moreso about how you come across and their belief in you as a founder and your ability to build a team that can deliver what you’re pitching.
Touching on that point of understanding the audience; did you do any preparation before speaking with certain investors? Would you tailor your approach to each investor / fund depending on what you thought they might be looking for?
Absolutely. There are various platforms you can look at which are great for this – Beauhurst, Shipshape, Crunchbase – some do have a cost, but if you can get access to these they have can really good insight into the preferences and activities of any given fund.
You can basically tailor your search for the VCs that invest in your sector to get an initial shortlist. I then went on to look at their website. You look at their portfolios, you find out if they’ve invested in something like this before. Then try to leverage your network to get warm intros (if you are super early and don’t have much of a network yet, then get yourself out there at conferences to meet investors, other founders and potential customers – some will probably be a waste of time, however as you go to more, you will get better at selecting which to go to and be able to get more from each one). Or failing that, send them a cold message via email or LinkedIn etc, (although it is the lowest conversion rate approach, its value shouldn’t be underestimated).
Once you understand more about what they’re looking for you can tailor your approach to them when pitching – so if you’re talking to a VC who’s invested in your specific sector many times before, they might want to dive straight to the technical detail. If you’re talking to a VC who’s more of a generalist, then they’re probably going to want to focus more on the big picture, the potential returns and when they could likely expect them.
This is just like for anything – when you are selling something, you must know your audience. If you have an opportunity to know your audience before you sell something, take it!
Was there anything that particularly surprised you about the investment process?
Every fundraise has taken longer than I thought.
It’s been a good thing in the long run, but for us most of the added time has been spent adapting to investors’ needs. If you’re making a product you normally go out and ask people, what do you think of this? How would you like to use this? Then you adapt the product as needed. With investors, it’s sort of the same – you might think “this is my business, I want it to do this”, but then you go to pitch and the investor says no, we’re not interested in that, or they ask you an important question that you realise you don’t have a good answer to yet. So you have to reset. That takes longer than you think! You start to think about am I approaching the wrong investors, or is the plan I have not right for the current market. You need to try and find the investors, the market and the pitch that will get you the funding you need and the people who believe that you have the right vision for five years down the line.
I counted the number of pitches I did to investors for our recent Series A round, and it was at least 100 VCs over the course of a year. Of these, about 25 of them wanted to sign an NDA and get into our data room. Of those 25, about 12 were interested in investing somehow – so we went to investment committees, visits to us, multiple rounds of questions with their partners, due diligence. Then those 12 went down to closing the round with one lead investor and three followers. So we’ve got 96 no’s, of which 75 of them were a pretty easy no – it was just a pitch and then didn’t work. But around 20 of those no’s involved hours and hours of work and effort.
You actually get to know your company very well through that process. The more times you get asked their questions, the better you become at answering them. Being prepared definitely helps, but it never gets easy – you can prepare data on what you think investors will want, but then they could ask for something unexpected which takes you a month to get together, and that now is your bottleneck which adds a month to the whole process.
After pitching, is there anything you’d like to flag which can hold up the process?
It’s very easy to find a small clause somewhere that holds everything up. It could for example be the details of a leaver clause or a reverse vesting schedule.
[Note from Scott: Alex is right to identify leaver clauses and reverse vesting as a particular point of contention, as in our experience this tends to be one of the more heavily negotiated points. Ultimately it involves putting at least some of a founder’s shares on risk if they were to leave the business in different scenarios, so this can feel very personal to founders. Granular but important items like these can hold up deal progression so early review of where these roadblocks may occur can greatly speed up the process. A report by Mountside Ventures, Beauhurst and others in 2022 found that vesting appeared in around 98% of Series A rounds so it really is a common occurrence. We would advise founders and investors to discuss their views on this as early on as possible.]
Although these discussions can be difficult, having trusted and experienced lawyers on hand definitely helps to smooth the process out. They fight your corner, they spot when things look weird. If you’re buying a car and someone tries to charge you well above market, the only way you know that is by knowing what the market actually is.
If you’re working with a lawyer who’s already done many of these deals, they know the market norm and can advise you accordingly – pointing out where something is weird, unusual, or where you shouldn’t accept something because what is being asked for is too unreasonable.
Do you have any other key tips you’d like to share with other founders?
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Test your pitch early on
ideally with investors who aren’t your key targets and maybe aren’t the most likely to join a round. This gives you a chance to refine and improve it before you get to your top picks
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Be as prepared as you can be in terms of data rooms
collate information in an organised way so you can easily refer to documents when asked by investors. You can’t always know everything they’re going to want, but you can prepare as best you can.
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You’ve got to balance all interested parties
your board might have one set of interests, existing investors will have theirs, and the new investors coming in will have their own interests. Bringing everyone along is a lot harder than you might first think. Have conversations and be open early on and try to keep all interested parties updated to avoid unnecessary surprises.
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What are your red lines?
if there are certain red lines for you, that would make you feel very uncomfortable if crossed, talk about them with your investors early on in the negotiations. At the end of the day, you’re about to form a relationship with that VC, and if you go into that relationship with any sourness from day one you could be setting yourself up for failure right from the start. And the VC, if they’re a good VC, should understand and appreciate that.
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The Act was brought into force on 4 January 2022 with the aim to substantially increase the UK’s control over acquisitions that could threaten national security. However, “national security” is not tightly defined and the legislation could catch a wide range of transactions, so it is worth understanding how this operates.
The Act enables the Government to scrutinise and intervene in any acquisitions meeting certain criteria. The Act also establishes an operational unit (currently within the Cabinet Office) called the Investment Security Unit (“ISU”), which manages and administers the Act’s notification and screening regime. Under the current regime, final decisions are made by the Chancellor.
When does the Act apply?
There are certain “trigger events” to be aware of. Each of these involve a person (natural or legal – e.g. a company) acquiring rights or interests conferring control over:
- a qualifying entity; or
- a qualifying asset.
Qualifying entities include (but are not limited to) UK companies and limited liability partnerships.
This can include non-UK registered entities, if those entities carry out certain operations within the UK. The Government have released a helpful note on these types of scenarios.
Qualifying assets include (but are not limited to): (i) land, (ii) tangible moveable property; or (iii) ideas, information or techniques which have industrial, commercial or other economic value in the UK (including but not limited to trade secrets, databases, and designs).
The following are instances of trigger events:
1. Where the acquirer acquires control of a qualifying entity, fulfilling one of the following criteria:
- the acquirer’s percentage of shares or voting rights in the qualifying entity increasing to reach more than 25%, or more than 50%, or at least 75%; or
- voting rights in the qualifying entity that enable the acquirer to secure or prevent the passage of any class of resolution governing the qualifying entity; or
- the acquirer being able to exercise material influence over the qualifying entity’s policy.
“Material influence” is not clearly defined by the Act, but the Government have indicated that they will rely on guidance issued by the Competition and Markets Authority on how the same term is viewed for competition law purposes and under the Enterprise Act 2002.
It is also worth noting that an indirect acquisition (where a person acquires indirect control over a qualifying entity through an unbroken chain of majority stakes) can be a trigger event.
2. Where the acquirer acquires a right or interest in a qualifying asset to:
- either simply use the qualifying asset or use it more than before it was acquired; or
- either control how the asset is used or exercise greater control on it than before it was acquired.
Does this apply to sales & acquisitions, or only to investments?
The “investment” part of the Act’s title is potentially a little misleading. Think about it this way; if you were to sell your company then you would likely be selling 100% of the company’s shares to a third party. This would mean that the buyer would be acquiring “more than 25%”, “more than 50%”, and “at least 75%” of the shares (and voting rights), so a sale of a company is very likely to be a “trigger event”.
A sale / transfer of some, but not all, shares can also be a “trigger event” if the relevant thresholds are passed. Note this could potentially include secondary share sales in connection with an investment round.
As noted above, the Act can also apply to asset transactions. Rules around these can be complex so we would always advise taking legal advice where there are any uncertainties (and particularly if the asset being sold is used in one of the sensitive sectors named below).
Lenders taking security over shares should also pay careful attention to the terms of the Act, as certain forms of security can come with control and/or voting rights (either now or in the future) and so result in a trigger event. Although it is expected that most commercial lending will not be impacted by the Act.
What do I do if my transaction involves a trigger event?
If your transaction involves a trigger event, you should carefully consider whether you should make either a mandatory or voluntary notification to the ISU.
If your transaction does not involve a trigger event you do not need to make a notification. However, the option is open to you to make a voluntary notification if there is any uncertainty and you wish to confirm the transaction is not caught by the Act (though this is unlikely to be an efficient use of resources unless there is real potential for a national security concern).
Any notification ought to be made prior to the acquirer gaining control. Notifications are made online via a bespoke portal managed by the ISU.
The primary obligation to submit a notification sits with the acquiror / investor, but in practice the parties to a transaction will need to work together as the notification process will require in-depth information about the business and operations of the qualifying entity. It is also in all parties interests to ensure that a transaction is capable of being legally completed!
Mandatory notification
Where:
- a trigger event occurs; and
- the qualifying entity being acquired is involved in any of the sectors in the table below,
then a mandatory notification must be made by the acquirer. These sectors are fully described in The National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021. The Government website also has guidance on identifying whether a qualifying entity comes under any of the below sectors:
| 17 “sensitive areas of the economy” | ||
| Advanced materials | Critical suppliers to the government | Quantum technologies |
| Advanced robotics | Cryptographic authentication | Satellite and space technology |
| Artificial intelligence | Data infrastructure | Suppliers to emergency services |
| Civil nuclear | Defence | Synthetic biology |
| Communications | Energy | Transport |
| Computing hardware | Military and dual use | |
If you believe your business operates in or adjacent to any of these sectors we would strongly recommend familiarising yourself with the full definitions and guidance. The Regulations mentioned above define some of the sectors fairly widely which requires careful assessment of whether a particular business is captured, whereas some others are quite narrowly defined meaning it can be more obvious whether or not a business is caught within scope.
An acquisition of a qualifying asset is not subject to mandatory notification at the moment, however, a voluntary notification can be made.
Voluntary notification
To mitigate risk, the parties to a transaction involving a trigger event may choose to voluntarily notify the ISU. Voluntary notifications are uncommon in practice, but can be useful where there is any uncertainty as to whether a qualifying entity operates in one of the above sectors, operates in a field which is adjacent to any of the relevant sectors, or where there is a real possibility of national security concern, as the application can eliminate doubt about whether a transaction is caught by the Act and could later be called-in by the Government.
The investor / buyer is a well known UK entity – does the Act still apply to the transaction?
There are no exceptions or exemptions within the Act for UK-based acquirors / investors, regardless of how well known or reputable they may be, and regardless of whether those acquirors / investors have previously been involved in transactions which have been cleared under the Act.
This is something which has been raised with the Government by the industry (including by some of our own lawyers) in response to the Government calls for feedback and evidence on the operation of the Act. However, in the “National Security and Investment Act 2021: Call for Evidence Response”, updated 18 April 2024 (available here: National Security and Investment Act 2021: Call for Evidence Response – GOV.UK), the Government stated: “Some respondents also called for a fast track process for certain types of acquirer, for example those who have already had a prior transaction cleared through the NSI system. The Government wants transactions that are unlikely to create national security concerns to face as little delay or uncertainty from the NSI system as possible, but the Government is not considering such a fast track process… transactions need to be assessed on a case by case basis.”
The transaction is low value – will the Government need notifying?
The Act doesn’t set out any exemptions for low value transactions. If there is a trigger event and you are operating in one of the 17 specified sectors, mandatory notification will be required (and notification may be needed, or the call-in power available to the Government, in other situations as alluded to in this note).
Equally, where one of the 17 specified sectors does not apply, the Government can still opt to call-in a transaction for assessment if it involved a trigger event and they have any reason to suspect national security concerns, even where the transaction might be very low value.
Could the Act apply to University spin-outs?
Potentially, yes.
It’s unlikely that a University or University Tech Transfer Office would take a significant enough equity stake in a spin-out company to qualify as a trigger event, so in the vast majority of cases we would not expect the equity side of the spin-out process to be impacted by the Act.
However, if / when the spin-out company then licences IP from the University, this licence could result in an “acquiror” (the spin-out) gaining a new right to control or otherwise use a qualifying asset (the IP). As noted above, asset transactions are not subject to mandatory notification, but if the IP in question would fit within one of the 17 sensitive sectors and there is any suggestion of national security risk (e.g. a shareholder / investor in the spin-out comes from a high-risk jurisdiction) then it would likely be sensible to submit a voluntary notification as there would be a risk that Government could call-in the transaction for assessment.
The Government have released some specific guidance notes for the higher education and research-intensive sectors.
After notification, what’s next?
You wait. If you have identified a notifiable transaction, and you have made a valid notification, the ISU will review your notice as soon as reasonably practicable, and it will be either: (a) accepted, or (b) rejected.
If the notification is accepted, the Secretary of State must decide within 30 working days to either: (a) clear the notified transaction, or (b) call in the transaction for a full national security assessment.
If the notified transaction is cleared, you are able to proceed with the related transaction.
The process can take longer if the ISU have queries or seek clarification, so it is advisable to aim for the initial notification to include all information the ISU may need. Suitably experienced advisors can help with this process.
If the transaction is called in for assessment then timelines are likely to be significantly longer.
What happens if I do not notify?
As mentioned throughout this note, the Government has wide-ranging powers to call-in any transaction involving a trigger event for assessment if it believes there is any element of national security concern. This power can be exercised at any time up to six months from when the Government first become aware of a transaction – there is also an ultimate long-stop date of up to five years from completion of the transaction for a transaction which would not have been subject to mandatory notification, but there is no such long-stop for a transaction which would have been subject to mandatory notification.
If the transaction was subject to mandatory notification but no clearance was obtained, the acquisition will be automatically void (i.e. legally it never happened and any monies should be repaid) – note that this is the case regardless of whether or not the transaction is later called-in for assessment. It would likely be difficult to sell or obtain further investment in a business which has breached the terms of the Act in this way. There are circumstances in which a void transaction may be retrospectively validated by the Government, but this is not something we would suggest relying on.
The acquirer / investor could also be subject to civil and criminal offences, sanctions, and enforcements (which can include substantial fines of £10million+ and/or imprisonment for up to 5 years, as well as the implementation of restrictions on the acquired business).
Fines, sanctions and enforcement action can also be imposed where a transaction was not subject to mandatory notification, but has been deemed as a potential national security risk by the Government and called-in for assessment.
Research and assistance for this page was provided by Charles Oliver, Paralegal in our Corporate team based in our Bristol office.
Our team have worked on many transactions involving notifications to the ISU and successfully obtained clearances under the Act.
If you think your transaction may require notification under the Act and/or this article has raised any questions, please do contact Scott Preece, Partner and investment specialist, or another member of our Corporate team.
Read more from around RWK Goodman
Why you might be considering changing your Will.
Changes in your personal life or finances may mean that it is time to update your Will. However, here we’ve outlined a few specific instances where updating your Will would be necessary.
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You've just got married, or are planning to.
Marriage revokes a Will so if you have recently got married then any Will you made prior to your marriage may no longer be valid. A Will is only valid after marriage if you make it in contemplation of that marriage.
It is particularly important to make a Will if you are getting married and you have children from a previous marriage or relationship. If you would like to protect assets for your children then you can do this via your Will. You can draft your Will to provide for your new spouse during their lifetime, whilst protecting your assets for your children.
If you remarry, but do not update your Will, then your estate may become subject to the strict intestacy rules which means your estate may not pass to your intended beneficiaries. Under the intestacy rules, if you die with a spouse and children, your spouse will inherit personal possessions, jointly held property and the first £322,000 of your estate and the balance of your estate will then be divided between your spouse and children. 50% of the balance would pass to your spouse and 50% would be divided between your children once they reach 18.
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You've just bought a house with your partner.
If you have bought a house with a partner but you are not married then you may want to consider updating your Will. Whilst joint property can pass to a joint owner without a Will, any other assets such as cash, savings and investments in your sole name will not pass to your partner without a Will. Cohabitees are not recognised as a beneficiary under the intestacy rules and therefore if you want your partner to inherit it is important to consider making a Will.
Cohabitees also do not benefit from the same inheritance tax exemptions as a spouse. When we review your Will we also provide inheritance tax advice and we can therefore assess your inheritance tax liability and advise you and structure your Will accordingly.
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You've recently had children.
If you have recently had a child/children, it is a good time to review and update your Will. In your Will you can appoint a guardian for your children and also make sure you have made sufficient provision for your children should anything happen. If you do not have a Will in place then social services or the Court can step in to decide what happens to your children. A Will allows you to appoint legal guardians and avoid the risk of the Court stepping in.
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The value of your assets has changed.
Asset changes will not usually affect your Will but may affect your liability to inheritance tax. Reviewing your Will with a solicitor will give you an opportunity to review your inheritance tax position, we can offer you guidance on your unique situation and help you minimise Inheritance Tax where possible.
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You're impacted by regulatory changes.
The Autumn Budget 2024 introduced a number of changes which may affect your liability to inheritance. It was announced that the nil rate band and residence nil rate band will be frozen at £325,000 and £175,000 respectively, with house prices increasing this means that more and more people are paying inheritance tax.
In addition to freezing the nil rate bands, the budget also announced changes to Agricultural Property Relief, Business Property Relief and how Pensions are taxed as part of an estate. From 6 April 2026, 100% Agricultural Property Relief and Business Property Relief will be capped at a combined £1 million per person. Unlike the nil rate band and residence nil rate, these allowances are not transferable between spouses so if not used on first death will be lost.
From 6 April 2027, value held in a UK registered pension scheme will be subject to inheritance tax.
When we review your Will we review your liability to inheritance and advise how you can mitigate your liability to inheritance tax. We can also look at structuring your Will to provide your executors with flexibility and also the ability to claim exemptions where available.
How to update your Will.
The best way to update your Will is to contact a Will writing solicitor. You can create a Will yourself, but it is sensible to have a solicitor review any Will to ensure that you and your beneficiaries avoid any potential issues in the future.
How quickly can you update your Will?
Updating your Will is a fairly quick process.
We have an initial meeting you, either in person or video call, to take your instructions. We then prepare a new Will for you along with a letter of advice.
Once you have approved your draft Will we then arrange for your Will to be signed. This is usually done in person with a solicitor. In total it would usually take two to four weeks depending on appointment availability.
When might you use a codicil?
A Codicil is a document that amends a previously executed Will. It can be used to amend any clause in a Will.
For a codicil to be valid, it has to be executed in the same way as a Will and it needs to be signed in the presence of two witnesses. Often, we see clients who have intended to make a change to their Will and written a note or attempted a homemade codicil but have not properly executed it which has rendered the document invalid.
Can an executor or beneficiary make changes to a Will?
An executor cannot make any changes to your Will. A beneficiary however can vary their interest in an estate through a deed of variation.
Do you need a solicitor to update your Will?
You do not necessarily need a solicitor to draft a Will however drafting a Will yourself or using an unregulated Will writer does come with risks.
DIY wills are often invalid as they are not executed correctly. Wills have to be signed in the presence of two independent witnesses. If it is not signed in the presence of two independent witnesses then it will not be valid. There are also other requirements for a Will to be valid: a person making the Will needs to have capacity and understand the contents of the Will, the size and extent of their Will and be able to identify if anyone may have a claim on their estate. An experienced solicitor will assess both when making a Will which can help avoid claims and disputes in the future.
Many problems arise with DIY which make administering a Will difficult and more costly later on. The common problems that arise with DIY Wills include:
- no executors being appointed;
- beneficiaries not being clearly identified;
- an estate not being full administered so a partial intestacy arises. This is very common with DIY packs, clients fill out who they want their property to go to but fail to include a residuary beneficiary so the rest of their estate (cash/savings) is not distributed.
Another problem with DIY Wills is that no advice is obtained with regards to inheritance tax and costs.
Using a solicitor can ensure you a have a valid Will and can provide you with peace of mind that your estate will pass to your intended beneficiary.
How much does it cost to update your Will?
Our costs* for updating a Will are as follows, with the bands explained below:
| Types of Will | Single Will (Ex VAT) |
Pair of Wills for a couple (Ex VAT) |
| Straightforward circumstances | £450 – £700 | £650 – £1,100 |
| Complex family and financial circumstances | £750 – £1000 | £1,100 – £1,725 |
| Complex business circumstances and estate planning | From £1,640 | From £1,860 |
*Costs correct at time of publishing and subject to change, including variations for London office rates. Please contact us if you want to find out more about how much your Will might cost.
Straightforward circumstances.
This package will be suitable for you if your family and/or financial circumstances are fairly straightforward and your assets are below the relevant inheritance tax threshold. It may not be appropriate when there are children from previous relationships, vulnerable beneficiaries, where you are seeking to exclude beneficiaries or where there are any reasons why using trusts in the Will(s) would be sensible.
Complex family and financial circumstances.
This package would be appropriate for more complex family and financial situations. For example, where there are children from previous relationships, where your estate is liable to inheritance tax or where you are looking to protect assets such as the family home.
Complex business circumstances and estate planning.
This package combines the previous ‘complex family and financial circumstances’ package service with additional advice on inheritance tax planning, the effect of domicile, foreign assets, advice on business property assets and agricultural assets and advice on how to structure your estate accordingly. This package would also be appropriate where one or both of you may be a widow(er) to ensure the Wills are as tax-efficient as possible.
Updating a Will after a death.
There is a way in which certain provisions of a Will can be changed after death. This is done through a “deed of variation”.
Where beneficiaries inherit under a Will, they can, in certain circumstances, and subject to certain requirements, redirect their entitlement to others with the effect being as though that person inherited directly from the deceased rather than the original beneficiary.
A deed of variation can only be made by a beneficiary and not an executor.
Contesting a Will after death.
If you’re seeking a change to a Will because you have a dispute with another beneficiary or executor, you may wish to understand more about contesting a Will.
If you think you might need to update your Will, and want peace of mind that any changes will ensure your estate is administered as you wish and without unnecessary tax costs, contact our specialists today.
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