Legal updates: tail clauses, engagement letters and advisor fees

Sophie Brookes and Debbie Shaw examine rulings in Strand Hanson case on tail clauses in transactions and advisor fees, dissolution of family partnership in Cobden where no written agreement, and changes to UK prospectus regulations

Tail clauses under scrutiny at High Court

Advisers often seek protection against being side‑stepped late in a transaction by including a so‑called ‘tail’ clause in their engagement letter. This clause is designed to ensure that if a client goes on to complete a similar transaction with a different adviser within a defined period, then the original adviser remains entitled to its fee.

In Strand Hanson Ltd v Conduit Pharmaceuticals Ltd [2025] EWHC 3287 (Ch), the High Court upheld a tail clause and gave guidance on how such provisions are likely to be interpreted.

What is a tail clause?

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