Poulten & Graf Commercial insight for UK professionals

Poulten & Graf

Commercial insight for UK professionals

Latest Articles

The Inspection Clause: Turning Client Audit Rights into a Managed Commercial Term
Commercial Contracts

The Inspection Clause: Turning Client Audit Rights into a Managed Commercial Term

Client procurement teams are folding broad audit rights into UK professional-services agreements, reaching into time records, cost build-ups, subcontractor arrangements and data controls. Firms that treat inspection access as an administrative footnote tend to absorb the cost, disruption and confidentiality risk later. The better approach is to scope, price and govern audit rights before the request lands.
The Seat Without a Vote: Board Observer Rights and the Shadow-Director Boundary
Risk & Compliance

The Seat Without a Vote: Board Observer Rights and the Shadow-Director Boundary

Board observer arrangements are often drafted as informal access rights, yet they can quietly import fiduciary exposure, conflicts, and confidentiality gaps. This article sets out how UK companies and their advisers can document observer seats that remain informational rather than managerial.
Two Names, One Signature: Decision Rights for Firms That Cannot Afford a Tie
Commercial Contracts

Two Names, One Signature: Decision Rights for Firms That Cannot Afford a Tie

Two-principal advisory firms typically run on trust and symmetry until the first genuine disagreement over a hire, an investment or a client that should have been declined. At that point the partnership deed often falls silent, and the statutory default offers no answer. This commentary sets out how to paper decision rights in advance, from reserved matters and thresholds to escalation ladders and a pre-agreed buy-sell.
The Working File Is Not the Firm's: Drafting Data Handover Before the Mandate Ends
Commercial Contracts

The Working File Is Not the Firm's: Drafting Data Handover Before the Mandate Ends

Client data portability is usually negotiated in the closing weeks of a mandate, when goodwill is thinnest and leverage is at its sharpest. Treating handover as an onboarding design decision, rather than an exit argument, protects both margin and reputation. This article sets out a clause-by-clause and practical checklist for UK advisory firms.
Who Gets Paid for the Introduction? Documenting Referral Economics Before Scrutiny Arrives
Commercial Contracts

Who Gets Paid for the Introduction? Documenting Referral Economics Before Scrutiny Arrives

Referral arrangements quietly underwrite a meaningful share of new business at many UK professional-services firms, yet the paperwork often lags years behind the practice. A practical framework for pricing, evidencing and reviewing introducer agreements in 2026.
Client-Supplied Algorithms: Who Carries the Output When the Tool Isn't Yours?
Risk & Compliance

Client-Supplied Algorithms: Who Carries the Output When the Tool Isn't Yours?

Clients increasingly arrive at live engagements with their own AI platforms already embedded in the workflow — and with their own terms of use already accepted. This article maps the contractual gaps that leaves behind and sets out a clause-by-clause checklist for 2026 engagement letters.
When the Clock Stops Selling: Fee Architecture for UK Advisory Firms
Finance & Governance

When the Clock Stops Selling: Fee Architecture for UK Advisory Firms

Clients can now see how much routine analysis artificial intelligence absorbs, and procurement teams are questioning why advisory fees should still track junior hours. This article sets out a fee architecture built on decision value and outcome risk, with a controlled way to test subscription, fixed-fee and success-linked models in 2026.
The Borrowed Partner: Contracting Client Secondments Without Importing Employment Risk
Commercial Contracts

The Borrowed Partner: Contracting Client Secondments Without Importing Employment Risk

Secondments deepen client relationships, but they can also blur the line between advisory support and quasi-employment. This contractual review maps the control tests, IR35 evidence, insurance notifications and clause architecture that UK firms should settle before a professional is embedded with a client in 2026.
The Decision Test: Eight Checks for Board Packs That Earn Their Length
Finance & Governance

The Decision Test: Eight Checks for Board Packs That Earn Their Length

Board packs often grow faster than the decisions they are meant to support. This practical set of eight tests helps UK professional-services firms judge whether management information is genuinely decision-ready, and identifies fixes finance teams can make before the next board cycle.
Before the Renewal Date: Recalibrating Professional Indemnity Cover for UK Advisory Firms
Risk & Compliance

Before the Renewal Date: Recalibrating Professional Indemnity Cover for UK Advisory Firms

Professional indemnity renewals in 2026 arrive against a backdrop of changing service lines, AI-assisted advice and tighter contractual liability. UK advisory firms should use the renewal process to test whether cover still matches what they actually sell, rather than simply rolling forward last year's policy.
The Seller Who Leaves: Pricing Key-Person Dependency in UK Acquisitions
Commercial Contracts

The Seller Who Leaves: Pricing Key-Person Dependency in UK Acquisitions

In founder-led UK businesses, the relationships, know-how and supplier terms frequently leave with the seller, and buyers often learn this after completion. This analysis sets out how to evidence dependency during diligence, how to make deferred consideration and earn-outs retain rather than merely reward, and what restrictive covenants and handover periods genuinely deliver.
Revaluation in Practice: Modelling Business Rates as an Occupancy Cost
Risk & Compliance

Revaluation in Practice: Modelling Business Rates as an Occupancy Cost

England's 2026 rating list has been live since 1 April, and the second half-year instalments now landing are exposing assumptions many professional occupiers never tested. This briefing treats rates as a property decision: reading the bill, using transitional relief honestly, managing void periods, and running the relocation arithmetic before the 2027 budget is fixed.
The Single-Client Discount: Repricing Concentration Before the Market Does
Risk & Compliance

The Single-Client Discount: Repricing Concentration Before the Market Does

Client concentration is rarely treated as a balance-sheet risk until a lender, insurer or acquirer prices it for you. This analysis sets out how each of those audiences reads dependency, and how boards can measure, cap and disclose it on their own terms.
Identity Verified, Counterparty Unproven: A Diligence Guide to Companies House Checks
Commercial Contracts

Identity Verified, Counterparty Unproven: A Diligence Guide to Companies House Checks

Companies House identity verification now confirms that a director or beneficial owner is who they claim to be, but it says nothing about solvency, authority or commercial probity. This guide maps the residual diligence gaps for firms onboarding counterparties and drafting transaction protections.
The Pre-Mandate Advantage: Commercial Due Diligence as a Margin Discipline
Risk & Compliance

The Pre-Mandate Advantage: Commercial Due Diligence as a Margin Discipline

UK professional firms are under pressure to onboard clients faster while managing tighter regulatory and reputational expectations. A structured pre-engagement review can turn due diligence from a compliance cost into a commercial filter that protects margins and improves client selection. This analysis sets out a practical framework for 2026 and beyond.
Five Clauses Worth Revisiting Before the 2027 Planning Cycle
Commercial Contracts

Five Clauses Worth Revisiting Before the 2027 Planning Cycle

As the 2026 year-end approaches, commercial contracts drafted in a different economic and technological climate may no longer reflect current risk. This practical checklist highlights five provisions that deserve fresh attention before 2027 planning begins, with UK-specific prompts for in-house counsel and commercial managers.