Corporate Cramp: Why Businesses Should Prepare Like Athletes (Before the Pain Hits)

29 Jul 2025

By Calum Crighton, Partner, Corporate, Gilson Gray 

As I lay face-down on the massage table, gritting my teeth and trying to keep the tears at bay, I found myself in the middle of a moment of unwanted – but oddly enlightening – clarity. The sports massage therapist was skilfully (read: ‘sadistically’) working out the knots and tension that had built up in my legs after years of distance running and football. And all I could think was: “this is entirely my own fault”.

I knew better. I’ve known for years that as I get older, my body doesn’t bounce back the way it used to. I knew I should stretch more, hydrate better, and cool down properly. Yet somehow, I’d slipped into a pattern of “I’ll deal with it later” – until “later” arrived in the form of a brutal, unforgiving massage session.

As a corporate and energy lawyer, this moment of personal negligence hit home in a professional sense too. What I was enduring is a fitting metaphor for what many companies go through when they neglect proper preparation and planning. And the remedy – whether physical or corporate – is rarely pleasant.

The Cost of Delayed Action

Much like the near complete rigidity in my leg muscles, issues in corporate structures, governance, and compliance don’t always cause immediate pain. In fact, it’s easy to convince ourselves that if things are functioning day-to-day, we’re fine. But beneath the surface, small cracks can begin to form: outdated shareholder agreements, lapsed compliance registers, or unclear contractual relationships with suppliers and joint venture partners.

These issues tend to reveal themselves at the worst possible moments: during M&A activity, in the face of a regulatory audit, or when securing project finance. At that point, remedial work becomes urgent, resource-intensive, and often uncomfortable, much like my lunchtime sports massage.

Prevention Is Better Than Cure

A little preparation goes a long way. The businesses I see thriving are those that build strong legal and operational foundations early, and review them regularly. This doesn’t have to be overwhelming. It starts with:

1. Regular Legal Health Checks: Just as an athlete checks in with a physio or trainer, companies should conduct periodic reviews of corporate documents, governance processes, and regulatory compliance.
2. Contractual Housekeeping: I’ve seen countless examples of companies moving into a new phase of growth, or preparing for investment, or to be sold. Whilst sometimes on the surface, everything can look in order, a closer look often reveal a tangle of outdated supplier agreements, legacy contracts with unfavourable terms, and (for example) change-of-control clauses buried away in a long-forgotten agreement. These issues have the potential to delay or even derail entire negotiations. A periodic audit of key commercial agreements can flag risks early, giving businesses the chance to renegotiate or restructure on their own terms, rather than under the pressure of an impending transaction.
3. Clear Internal Responsibilities: Much like stretching after a run, knowing who is responsible for what, across legal, operational, compliance, finance, etc. reduces strain and increases agility when issues arise.
4. Scenario Planning and Risk Management: Thinking about what could go wrong isn’t pessimism, it’s practical. Contingency planning, from supply chain disruption to legislative change, allows for calm, confident responses rather than panicked overhauls.

Building Business Resilience

Ultimately, companies that proactively manage their legal and operational fitness are more resilient, attractive to investors, and well-positioned for growth. And like regular sports therapy and a proper recovery routine for ageing muscles, the upfront investment is minor compared to the long-term cost of inaction.

So, the next time you’re tempted to put off that shareholder agreement update or contract review, think of me face-down on a massage table, wondering why I ever thought post-run recovery was optional!

The pain of preparation is far more manageable than the pain of neglect, whether you’re running a marathon or running a business.

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