Stephen is an experienced corporate and commercial lawyer with a wide range of expertise across of number of jurisdictions.
He has experience advising founders and shareholders of new tech and blockchain businesses on their funding rounds from seed to Series A funding; international e-gaming businesses on their set-up and licensing and subsequent operations; and borrowers on tax- and VAT-efficient offshore structures that hold UK-based real estate assets. Stephen also has significant expertise in advising lenders in relation to the financing of such offshore structures.
In addition to providing commercial law advice to a wide range of businesses, Stephen also has extensive experience of advising IT, telecoms and e-gaming companies on technology-based commercial agreements and has previously worked as a telecommunications consultant with Andersen Consulting (now Accenture). His clients include an online card payment company that provides multi-currency bill payment services to online and traditional businesses.
Stephen has multi-jurisdictional experience and connections, having worked in London, Kuwait, Abu Dhabi and Dubai as well as Glasgow and the Isle of Man.
Very user-friendly.
Legal 500 2017
Stephen Rodd is a pleasure to work with, attentive and attuned to the specific needs of our business.
Legal 500 2021
Stephen Rodd has been an invaluable adviser, it often feels like he is more of a colleague than an advocate.
Legal 500 2022
Expertise
Preparing, reviewing and negotiating commercial agreements for:
- E-gamers and online sports betting companies
- Outsourcing service providers
- Blockchain-based business organisations
- Telecoms and IT companies
- Online card payments and multi-currency bill payment services
Offshore real estate structuring to hold investment property or to undertake property development for:
- Private equity funds
- Property funds
- Special purpose vehicles
- Non-dom investors
Offshore real estate finance involving:
- Senior debt
- Mezzanine debt
- Refinancing
- Off-balance sheet orphan structures
Advising company owners and founders on:
- Seed and subsequent funding rounds
- Preparation of shareholders’ agreements
- Associated documentation
Advising international e-gaming companies on:
- Tax-efficient structuring options
- Documenting the set-up and operation of their business
Experience
E-gaming and online sports betting
- Long-term advisor to a UK-licensed e-gaming platform and game provider and in relation to its sale to PlayAGS, a NYSE-listed e-gaming organisation prior to its launch and operation in the US e-gaming market.
- Legal counsel to an e-gaming games and platform provider during its pre-investment funding rounds prior to launching and operating in the UK, EU, Asia and the US.
- Long-term legal advisor to an Isle of Man-based game development group of companies on commercial contracts and private equity investment, including the preparation of: 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.
- Advised a hosting services provider in relation to its entry into a long-term hosting agreement with one of the largest e-gaming organisations in the world.
- Provided general Isle of Man law advice to a leading sports betting organisation, including the preparation of key commercial agreements to document the rights and obligations of the client’s new business activities.
- Legal counsel to an e-gaming promotional tools company that (uniquely) operates without using a random number generator during its pre-investment funding rounds prior to launching and operating in the UK, EU, Asia and the US.
- Advised an Isle of Man-based e-gaming business, its Asia-based 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 Isle of Man and UK-based e-gaming promotional tool business during its start-up phases.
- Advised international e-gaming businesses on their set-up and operations.
- Advised investors regarding a Series ‘A’ investment round into an e-gaming and adult entertainment business, including all due diligence, regulatory compliance review and the preparing of an investment agreement and related investment documentation.
- Providing advice to a family office in relation to its Series A investment into a US and EU e-gaming and online entertainment business, including due diligence on the target group, preparing and negotiating the terms of the Series A investment and dealing with legacy convertible loan arrangements.
- Preparing and finalised a source of wealth statement for a ultra-high-networth-individual to enable their wealth to be recognised in the UK and EU and creation of a tax-efficient structure for the client to invest into an Isle of Man licenced e-gaming business and advising on immigration requirements.
- Advising a US-based family office in relation to its Series A investment into a US and EU targeted e-gaming and online entertainment business including dealing with legacy convertible loan agreement and carrying out due diligence in relation to the target business and dealing with US, Nevis and Cyprus.
- Advised an Isle of Man e-gaming company in relation to the creation of shareholders’ agreements, articles of association and commercial contracts with its game suppliers and funding escrow agreements and preparing and issue a 100 plus page source of wealth statement for the owners and the formation of a trust.
Blockchain
- Advised blockchain/digital asset organisations in relation to aspects of regulation within the Island.
- Legal counsel to a blockchain start-up that is combining sport and non-fungible tokens to create an asset-backed platform for the creation and sale of NFTs based on sporting events.
- Advised an Isle of Man and UK-based blockchain and EFT business during its seed round and subsequent investment rounds.
- Advising a blockchain business on its set-up and SEIS/EIS funding round and the regulatory aspects of issuing NFTs that included revenue sharing rights.
- Advising a sports-focused block chain company that enables sports and entertainment companies to engage with their target audience by tokenising their rights and issuing non-fungible tokens.
Gambling
- 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 a real-time gaming company in relation to the Isle of Man aspects of its fundraising activities, including issue of convertible debt securities, a Canadian brokered private placement, and a potential European private placement of securities.
- Advised on commercial contracts and provided private equity investment advice for a games developer, distributor and content aggregation company that offers a platform for third-party games.
- Advised a leading provider of casino table games, online slots and online platform services on commercial contracts relating to commercial relationships with several gaming companies.
- Provided general Isle of Man law advice to a leading sports betting organisation, including the preparation of key commercial agreements to document the rights and obligations of the client’s new business activities.
- Advised a hosting services provider in relation to its entry into a long-term hosting agreement with one of the largest e-gaming organisations in the world.
- Advised an Isle of Man and UK-based e-gaming promotional tool business during its start-up phases.
- Advised the management team of Gameiom Technologies Limited during the sale of its entire issued share capital to PlayAGS, Inc.
- Advised an Isle of Man-based game development group of companies on commercial contracts and private equity investment, including the preparation of: 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.
- Advised an e-gaming aggregator and content provider during its acquisition by a NYSE-listed, Las Vegas-based gaming company.
- Advised an Asia-based e-gaming client and its owners on its successful application for an Isle of Man e-gaming licence and structured the underlying holding and operating companies.
- Advised blockchain/digital asset companies in relation to aspects of regulation within the Isle of Man and provided advice in respect of the regulatory requirements of ICO issuing companies.
- Undertook a sponsor licence audit for a renowned gaming organisation and successfully challenged the Home Office when the licence was withdrawn.
Telecoms and IT companies
- Long-term legal counsel to a telecommunications company and outsourcing service provider, including the drafting and negotiation of commercial agreements with one of the world’s largest online poker companies.
- Legal advisor to Vannin Ventures Limited, advising on its commercial contract negotiations with leading multinational telecommunications providers and their internal and external legal teams.
- Advised an Isle of Man-based technology business in relation to the purchase of a commercial property held in an Isle of Man company.
- Advised an Isle of Man company in relation to the purchase of a commercial property held in an Isle of Man company.
- Advised an international trading group in relation to the establishment of an Isle of Man foundation and the structuring of a group holding company.
- Advised an Isle of Man-based online payments advisory and consultancy company on its formation, structuring and operations during its start-up and operations phases.
- Advised a UK-based online global marketplace on its formation, structuring and operations during its funding round.
- Advised an Isle of Man-based compliance and regulatory business on its terms and conditions.
- Advising the pension fund of a telecommunications company on its acquisition of a mixed-use commercial property owned by a special purpose vehicle and participating in the restructuring of the pension fund.
- Performing an outsourced in-house counsel role for Genexxo in relation to its formation, structuring and fund raising. Genexxo is a data, marketing, and technology enterprise that owns an ecosystem of 6,000 interconnected and inter-related internet domain names that will use AI tools for focus marketing.
Other
- Legal counsel to a UK-based multi-currency bill payment service provider.
- Legal counsel to an international recruitment company.
- Advised the shareholders of Duke Marketing Limited in relation to the sale of share capital, the transfer of a Motor Sport Archive to Motorsports Network, LLC and its leaseback to Duke Marketing Limited; and the preparation of a joint venture shareholders’ agreement for Duke Marketing Ltd and related agreements.
- Corporate and commercial legal advice and support to the Henley Group including the preparation and negotiation of investor documentation for each of the Henley Group’s investor feeder structures and restructuring, and extending and entering into new investor and shareholder loans, documenting the accelerated distribution of sale proceeds to investors, and sale of Henley properties and entities.
- Advising 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.
- Advised an Isle of Man-based online payments advisory and consultancy company on its formation, structuring and operations during its start-up and operations phases.
- Advised a UK-based online global marketplace on its formation, structuring and operations during its funding rounds.
- 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.
- Advised an Isle of Man-based compliance and regulatory business on its terms and conditions during its start-up and operational phases.
- Advised an Isle of Man-based international consultancy and advisory business on its rebranding and new terms and conditions.
- Created and implemented an IHT minimisation structure for a UK-tax resident family regarding their £15m+ of UK commercial and residential real estate assets (held in offshore companies) following the majority owner and head of the family being diagnosed with a terminal illness.
- Advised an Isle of Man company and its shareholders on potential unfair prejudice issues arising in relation to settling with a departing shareholder and founder.
- Advised a senior executive regarding their employment termination following a dispute with an Isle of Man employer, negotiated the terms of a settlement agreement and the terms of a settlement payment, and advised on the removal of long-term restrictions from the settlement agreement that could impact on the client’s ability to seek new employment.
- Advising an Isle of Man regulated Pension Scheme in relation to its internal restructuring.
- Advising the restructured pension scheme on its acquisition of an Isle of Man company holding mixed-use commercial property, including curing title issues on the target property.
- Advising CBD company on its set-up, operations and shareholders’ agreements.
- Advising the founders and shareholder of a global e-commerce market place on its set-up and fund raising, including the preparation of a data room for investor due diligence and shareholders’ agreement and investment agreements.
- Advising an English company on the cross-border restructuring, asset transfer and sale of one of its business units to a supplier, which included the transfer of all staff under TUPE and an asset transfer followed by a share sale.
- 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.
Middle East
- 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.
Corporate
- 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.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Recognition
Recognised by The Legal 500 for Isle of Man: Gambling (2022-2025)
Recognised by The Legal 500 for Isle of Man: Banking, Finance and Capital Markets (2022-2025)
Recognised as a Leading Individual by The Legal 500 for Isle of Man: Corporate and Commercial (2020-2025)
Recognised by The Legal 500 for Gaming and Betting (2022-2025)
“Stephen Rodd has been an invaluable adviser, it often feels like he is more of a colleague than an advocate. He goes beyond what would normally be expected, with fast responses in difficult circumstances, often working overnight and at weekends to keep us ahead of the challenges and gives a good balance to our team when dealing with issues. When needed, Stephen brings in the right level of resource to help resolve matters or make the right move.” The Legal 500 2022
“Stephen Rodd is a pleasure to work with, attentive and attuned to the specific needs of our business.” The Legal 500 2021
Recognised by the Legal 500 2018 for Isle of Man: Corporate and Commercial
Stephen Rodd is recognised by the Legal 500 2017 for Corporate & Commercial. “Very user-friendly”
Career
Stephen qualified as a solicitor in 2000. Prior to joining Keystone Law in 2014, he worked at the following firms:
- Cains
- Bryan Cave