JP Irvine

JP advises on corporate matters, including funding rounds, BVCA standard investments, SAFE notes, convertible loan notes, M&A, corporate governance, directors’ duties, B corp conversions, share option schemes, and company reorganisations.

• Produced over 50 ESOP Share Option Schemes and sweat equity contracts.
• Articles of association – founder friendly versions, bad leaver/good leaver clauses, clawback and reverse vesting of shares.
• Providing directors’ duties training to boards of directors annually.
• Undertook a corporate restructure and share-for-share exchange for a modern men’s health startup.
• Advised on a state-of-the-art £105 million manufacturing joint venture with a Spanish rolling stock company.
• Undertook a recapitalisation and re-domicile transaction for a major Danish fund in its relocation of a core business from the USA and Mexico to London.
• Advised upon implementation of Enterprise Management Incentive (EMI) share schemes (Esops) and company share option plans (Csops) for several clients.
• Implemented share buybacks, share forfeitures and reductions of share capital for several companies who have exited various directors and shareholders.
• Advised boards on directors’ appointment terms, voting rights, directors & officers (D&O) indemnities, and crafting bespoke articles of association for different scenarios.
• Advised on crowdfund platforms such as Crowdcube, Republic Europe, and Odin and their terms and conditions of doing business.
• Drafted shareholders’ agreements and investment agreements for seed rounds, series A and private equity transactions for UK growth companies (such as Tech Nation and Opus Community companies).
• Created several corporate governance handbooks and training programmes covering directors’ duties, anti-bribery programmes, whistleblowing investigations, fraud and risk management.
• Advised on a £2m SAFE NOTE with a management rights side letter for  a revolutionary Accounting and AI business.
• Advised on £5m convertible loan note for several fintech and payments companies.
• Advised on the liquidation preference and payments waterfall from different share classes and their impact on a shareholder’s equity stake.
• Advised on a £10–20m Series A fundraising.
• Advised on a portfolio equity stakes in 6 startups to be made by a new model of accelerator using Advance Subscription Agreements (ASA) and taking advantage of SEIS and Eis shares.
• Advised an Isle of Man-based international business and its shareholders in relation to potential unfair prejudice and employment matters arising in relation to settling with a departing shareholder founder and employee.
• Provided specialist corporate and IT law advice to a departing founder, shareholder, and employee of a rapidly growing tech business.
• Supported a technology company with a secondary sale, change of control, rights issue, and bonus issue of shares in order to clean up its share capital table and raise funds.
• Supported hundreds of companies with term sheets from investors including drag, tag, anti-dilution rights, and reverse vesting.
• Advised on capital raising in 2025 – securing Seed to Series A funding from a venture capital fund in Dubai and the Technology Innovation Institute in Abu Dhabi – often using advance subscription agreements (ASAs), simple agreements for future equity (SAFEs), and convertible loan notes (CLNs).
• Advised on 6 crowdfunding deals since 2023 using Republic Europe, Crowdcube, Odin, negotiating management rights letters, nominee rights, and anti-dilution rights.
• Led M&A on $2 million to $100 million deals especially agencies, AI businesses, and founder-teams bought by funds or US purchasers.
• Advised US/Florida based investors with acquisition of African gaming and leisure businesses (using an Isle of Man investment vehicle).

JP advises on commercial technology matters across fintech, payments, AI, robotics, drones, and API integration businesses including SaaS and PaaS agreements, order forms, statements of work, software licensing, franchise, supply and distribution, master services agreements and consultancy contracts, API, AIS, PIS, white label arrangements, and telecoms agreements.

• Negotiated dozens of software-as-a-service and platform-as-a-service-agreements (Saas & Paas) for fintech and reg-tech companies with a global reach (such as Moneyhub and AuditComply).
• Designed consultancy, sponsorship, collaboration, and supply agreements for E-Sports clients, the 2012 London Olympic Games Organising Committee, the 2013 G8 Summit in the UK, and the 2014 Commonwealth Games organisers.
• Acted as procurement panel adviser on over 400 contracts worth in excess of £1 billion (including PQQ, ITT and BAFO for a new £200m Transport Hub and a pioneering hybrid-electric fleet of vehicles worth £90m).
• Advised on distribution, consultancy, franchise, reseller and agency model agreements for F45 Gym’s European expansion, for Decision Time’s boardroom software, and Anaplan’s financial management software (through Bedford Consultancy Services).
• Successfully defended the All-Island regulator from commercial challenge by a US power generator in a commercial contracts case worth £260 million (one of the highest-valued contract disputes ever in a Northern Ireland court).

JP advises on GDPR compliance, data protection impact assessments, breach investigations, privacy policies, records retention, CCTV, data sharing, electronic marketing, subject access requests, FOI, and regulatory support.

• Acted as Chief Information Security Officer (CISO) and Data Protection Officer (DPO) for 8 utility companies (for more than 3 years), which required creation of privacy policies, data processing addendums, cookie policies, website terms, consent forms, and a GDPR compliance toolkit.
• Expert on GDPR and acted as DP Officer for 8 companies and trainer for 20 more.
• Provided GDPR training for SG Innovate in Singapore for deep-tech companies and co-presented with the Information Commissioner in the UK.
• Designed data breach procedures to help companies with data-leaks/cyber-hacks. Also helped with investigations and reducing cost of regulatory enforcement.
• IDTA and Data Processing Agreements: international data transfer agreements, binding corporate rules and data processing agreements.
• Author of GDPR compliance toolkits, lawful basis reviews, and audit packages.
• Advised on over 300 subject access requests, social media postings, freedom of information requests, and environmental information requests.
• Privacy policies, cookies law advice, records retention and disposal policies.
• Advised on privacy and image rights for several media platforms and video producers (included privacy impact assessment and controls over the right to be forgotten).
• Provided GDPR training for several clients alongside the Information Commissioner (ICO).
• Designed data breach protocols for clients to use in the event of data leaks/cyber breaches.
• Advised on over 300 data subject access requests, social media postings, freedom of information requests, environmental information requests, and privacy impact assessments.
• Project managed a two-year plan and a team of more than 80 employees in designing and implementing a counter-fraud and anti-bribery strategy.
• Co-designed the commercial bidding code and underpinning regulatory legislation for the Single Electricity Market and its regulatory boards in Northern Ireland and Ireland.
• Represented Great Britain and Northern Ireland regulators at key European Council meetings where energy liberalisation directives were passed into law.
• Wrote several regulatory licences and conditions for regulated entities in the water, transport, and energy sectors.
• Advised on airport slots co-ordination and regulation for the UK.

JP advises fintech companies on contractual and directorial matters, as well as investment structuring, corporate governance, and strategic commercial advice.

• Advised a fintech and specialist medical company on various IP, contractual, and directorial matters. Further advice was provided for investment matters.
• Negotiated dozens of software-as-a-service and platform-as-a-service-agreements (Saas & Paas) for fintech and reg-tech companies with a global reach (such as Moneyhub and AuditComply).
• Wrote 20 software, app development and API integration agreements for a money aggregation client in Bristol.
• Advised on Sandbox, Saas, Paas, NDAs, AI agentic contract tools and user terms for an AI company in Dubai, and Wyndham hotels and Red Bull globally.
• Advisor to over 10 fin-tech/pay-tech companies who use payment initiation services and account information services to high EU standards (PSD2)
• Acted as procurement contracts adviser to His Majesty’s Government in the UK (2024 and 2025) on contracts worth in excess of $1 billion.
• Designed $120 million smart payment and ticketing system for a transport network and new transport hub in UK/Northern Ireland.
• Advised on commercial contracts for a tokenisation and crypto expert company.
• Secured capital funding from Seed to Series A for a leading drones and robotics company across several funding rounds spanning the USA, UAE, France, Ireland, and the UK.
• Provided GDPR training for SG Innovate in Singapore for deep-tech companies and co-presented with the Information Commissioner in the UK.

With experience as Chief Legal Counsel to a fintech open banking app, company secretary to 20 different companies, non-executive board director, and data protection officer (DPO), JP has a proven track record in providing in-house counsel services across a wide range of sectors.

• Advised as deputising General Counsel for Southern Cross Cables in New Zealand on capacity and supply agreements and have attended key board and shareholder meetings in Bermuda, Kuala Lumpur, Los Angeles, Fiji, Dubai, and London.
• Advises as a company secretary to 20 different companies.
• Advises as a data protection officer (DPO) for 8 companies, and as a trainer for 20 more.

Recognised by The Legal 500 for Venture Capital & M&A 2025-2026

Recognised by The Legal 500 for Corporate and Commercial: M&A Smaller Deals £10M – £100M 2023–2025

Insider Dealmaker of the Year Awards – Winner for deals under £2.5m 2022–2023

Member of Opus Community Business Builders – London and Dubai branches

Participated in the Irish Prime Minister’s Civic Forum on Brexit (at his invitation)

Trainer/public speaker at events held by the Institute of Directors, Whitehall officials, and others

Certificate in Corporate Governance from the Institute of Administrative Management