Stephen Rodd

Stephen advises company owners and founders on seed, post-seed, and series A funding rounds, including the structuring of the transaction, preparing shareholders’ agreements and other related documentation, due diligence preparation, and review and negotiation of all relevant documentation and working with such clients post-investment as outsourced in-house counsel.

• Acted for a US-based private family office on its series A investment into an online multi-jurisdictional online entertainment group.
• Acted for Stacuity, a telecoms managed service provider, in relation to its Series A funding round with a Dubai-based private family office and other investors.
• Acted for a UK-based online provider of loyalty schemes for international airline operators in relation to its seed round investment from venture capital organisations and other investors.
• Acted for a regulated entity in relation to its seed and subsequent rounds of investment funding, including crowdfunding.
• Acted for a technology and blockchain company in relation to its proposed seed round funding.
• Advised a UK-based online global marketplace on its formation, structuring, and operations prior to and post seed funding rounds, including the preparation of shareholders’ agreements and other investor agreements and participation in the due diligence review.

Stephen advises on corporate sales, cross-border restructurings, shareholder exits and disputes, joint ventures, and commercial terms, acting for international businesses, startups, and advisory firms across sectors including telecoms, motorsport, hospitality, and professional services.

• Acted for a technology and services group in relation to its acquisition of a mobile telecoms industry software service provider including the preparation of the share purchase agreement and management of the transaction to completion.
• Acted for a technology company in relation to its asset acquisition of a technology start-up.
• Acted for a private equity incubator advising on its acquisitions and disposals, and commercial contract negotiations with leading multinational telecommunications providers and their internal and external legal teams.
• Acted for an international entertainment and intellectual property rights holder in relation to its entry into a joint venture agreement with an international rights holder, the transfer of its intellectual property rights to the purchaser, and the licence-back of such IP rights.
• Acted for a pension fund in relation to its acquisition of a mixed-use commercial property owned by a special purpose vehicle.
• Acted for an English company on the cross-border restructuring, asset transfer and sale of one of its business units to a supplier, including TUPE transfers and a subsequent share sale.
• Acted for an Africa-based luxury leisure and hospitality business on the acquisition and restructuring of its Isle of Man holding company to enable future growth and investment.
• Acted for a multinational manufacturing company in relation to a shareholder dispute between its shareholders and directors and advising on the removal of a director and the restructuring of the client group.
• Acted for an Isle of Man company and its shareholders on potential unfair prejudice issues arising in relation to settling with a departing shareholder and founder and completing the transaction.

Stephen advises i-gaming and digital entertainment businesses on licensing, structuring, commercial contracts, fundraising, disposals, acquisitions, and regulatory compliance, acting for owners, founders, operators, game developers, platforms, and service providers based in the UK, Isle of Man, and Asia.

• Acted for the owners and management of Gameiom Technologies Limited (an online games developer, distributor, and content aggregation company that offers a platform for third-party games) during its acquisition of assets, start-up phase, growth, and disposal of its entire issued share capital to PlayAGS, Inc, a Las Vegas-based NYSE listed entity.
• Acted for an Asian-owned i-gaming operator in relation to its structuring, licensing, shareholders’ agreement and funding agreements, general commercial agreements, and the eventual departure of the original founders.
• Acted for a free-to-play and paid-to-play online games developer in relation to its entry into a master services agreement and associated statements of work with a large international operator, including the negotiation of all documents.
• Acted for an Isle of Man and UK-based i-gaming promotional tool business during its start-up and operational phases.
• Acted for a telecommunications company and outsourcing service provider as long-term legal counsel, including advising on the drafting and negotiation of commercial agreements with one of the world’s largest online poker companies and a wide range of commercial contracts.
• Acted for an Isle of Man-based online i-gaming payments advisory and consultancy company on its formation, structuring, and operations during its start-up and operations phases.
• Acted for an Isle of Man-based game development group of companies on commercial contracts and private equity investment, including the preparation of a master investment agreement, shareholders’ agreement and related articles of association, software development agreements, software licensing agreement, revenue share agreements, regulatory and licensing agreements, and share option deeds.

Stephen advises blockchain and digital asset businesses on regulatory compliance, NFT structures, tokenisation, and investment rounds, including SEIS/EIS, acting for startups across sport, entertainment, and fintech in the Isle of Man and UK.

• Advised a sports-focused blockchain company that enables sports and entertainment companies to engage with their target audience by tokenising their rights and issuing non-fungible tokens.
• Advised an i-gaming developer of new online games that are based on the blockchain.

Stephen advises private equity firms regarding the creation of syndicated investment opportunities into UK and EU commercial and residential property-backed structures, including the structuring of the transaction, preparing shareholders’ agreements and other investor-related documentation and regulation and the tailoring of the investor documents for each transaction.

• Acted as the long-term legal advisor to private equity promoters of investments into UK and EU commercial and real estate, including the structuring of the transactions and preparing shareholders’ agreements and other investor-related documentation for the acquisition and tax-efficient disposal of the real estate assets.
• Acted for multiple private equity investors in relation to the acquisition and disposal of UK commercial real estate.
• Acted for high-net-worth families in relation to their acquisition of UK commercial property, including the provision of all relevant real estate asset-financing advice.

Stephen is experience in in-house counsel advisory and has experience acting on complex shareholder disputes, unfair prejudice claims, and corporate structuring. He also acts as outsourced counsel to global tech clients on formation, investment, and operations, including AI-driven e-commerce platforms.

• Provided Isle of Man corporate law and Isle of Man dispute resolution advice in relation to a very complicated and adverse shareholder and employee dispute involving one of the founders and providing detailed advice regarding the potential unfair prejudice issues arising, which resulted in the recovery of the shares.
• Performing an outsourced in-house counsel role for a global e-commerce marketplace provider in relation to its formation, structuring, and fund raising. The client is a data, marketing, and technology enterprise that owns an ecosystem of 6,000 interconnected and inter-related internet domain name portfolio that uses AI tools for focus marketing.
• Performing an outsourced in-house counsel role for a provider of wearable tech-based heart rate monitors in relation to its formation, structuring, and fund raising.
• Performing an outsourced in-house counsel role for a provider of sports and entertainment-related products and services in relation to its formation, structuring, and fund raising.

Stephen advises on offshore real estate structuring and finance, including SPVs, funds, and non-dom investments, covering senior and mezzanine debt, refinancing, and off-balance-sheet structures for development and investment purposes.

• Corporate and commercial legal advice to the Henley Group, including investor documentation, shareholder loans, restructuring, and sale of properties and entities.
• Advised an Isle of Man regulated Pension Scheme on internal restructuring.
• Advised the restructured pension scheme on its acquisition of an Isle of Man company holding mixed-use commercial property, including curing title issues.
• Created and implemented an IHT minimisation structure for a UK-tax resident family concerning £15m+ in UK commercial and residential property held in offshore companies, in light of a terminal illness diagnosis of the family head.

Stephen advises international clients on cross-border structuring, trusts, source-of-wealth compliance, settlements, i-gaming licensing, and investment, with experience across Asia, the Middle East, and Africa.

• Leading lawyer negotiating legal and commercial settlement of a long-term consultancy agreement between a Kuwaiti trading company and a multinational oil company, which resulted in a 20-fold increase in settlement payment to the client.
• Legal advisor to National Bank of Kuwait regarding its implementation of an Internet-based funds supermarket investment service.
• Advised Asia-based business persons on the preparation of a source-of-wealth statements to satisfy the requirements of the UK/Isle of Man banking systems.
• Advised Asia-based business persons on the formation of Isle of Man trusts to hold their business and personal assets.
• Advised an Asia-owned e-gaming business and its Asia-based owners on a successful application for an Isle of Man e-gaming licence and structuring the underlying holding and operating companies.
• Advised an Asia-based e-gaming client, its owners, and an escrow agent regarding the formation and operation of an escrow arrangement to fund the operation of the Isle of Man licensed e-gaming group.
• Advised an Africa-based luxury leisure and hospitality business on the acquisition and restructuring of its Isle of Man holding company to enable future growth and investment.
• Advising a UK green tech start-up in relation to its structuring and operations and investment funding.

Recognised as a Leading Individual by The Legal 500 for Isle of Man: Corporate and Commercial 2018, 2020–2026

Recognised by The Legal 500 for Gaming and Betting 2022–2026

Recognised by The Legal 500 for Isle of Man: Gambling 2022–2026

Recognised by The Legal 500 for Isle of Man: Banking, Finance and Capital Markets 2022–2026

Recognised by The Legal 500 2017 for Corporate & Commercial