We draw on a wealth of knowledge gained in commercial and regulatory law as it impacts financial services.
Set out below are some recent examples of our services.
Advising
Individuals
Advising regulated individuals: approved Senior Managers and Certified Persons on their obligations and liability; and advice on the mitigation of risk.
Designing and delivering related training to staff including on the Conduct Rules.
Anti-Money
Laundering
Advice on anti-money laundering law and regulation including the practical application of the 4th and 5th Money Laundering Directives.
Authorisation /
Appointed Rep Arrangements
Advising on, and assisting, firms with new firm authorisations and variations of permission, including the drafting of supporting documentation e.g. business plan and compliance manuals. We also document Appointed Representative arrangements.
Client
Agreements
Reviewing and drafting client terms of business for a range of financial services, including, terms for wealth managers, banks, payments firms and fintechs.
Advising on the application of the Consumer Rights Act 2015 in relation to potentially unfair terms; the related Competition and Markets Authority guidance; and relevant case law.
Client money /
custody
Advising on the CASS requirements including how client money can be transferred; and risk transfer for insurance brokers.
Advising on and drafting custody and clearing arrangements / agreements.
Conduct Risk
FCA Handbook /
PRA Rulebook
Advising on the full range of PRA / FCA rules insofar as they impact a firm’s business, including on financial promotions; COBS rules (e.g. inducements, best execution, suitability, appropriateness); conflicts of interest; product governance; and TCF (treating customers fairly) requirements.
Crypto-Assets
We have experience of advising on crypto-assets, including advising a crypto-exchange.
Our advice has included: whether an asset is regulated; how it can be marketed; and drafting terms and conditions addressing particular risks for cryptos e.g. forking.
Derivatives
Advising on derivatives transactions and documentation e.g. ISDA, GMRA, GMSLA, and IFEMA.
Advising on the application of EMIR to derivatives business.
Equity Capital Markets Regulation
/ Market Abuse
Advising on the public offer / prospectus requirement rules; and the DTRs, in particular on the concept of ‘inside information’. Advising on disclosure of share dealing by PDMRs.
Supporting regulatory due diligence on corporate transactions; and advising how customers / business can be transferred in a compliant manner.
Advice on FCA change in control requirements and making related FCA notifications.
Advice on the FCA’s Market Abuse Regime; misleading statements and impressions offences; and insider dealing legislation, including the proper management of inside information.
EU law /
Brexit
Advising on the continued application of EU law (e.g. MiFID/MiFIR, EMIR, AIFMD, PRIIPs) in the UK and how such regulation will apply in the context of Brexit.
Funds
We have extensive experience of advising on fund structuring and papering (private equity/real estate funds, limited partnerships, LLPs, companies and unit trusts); marketing; and compliance with AIF / CIS regimes, including:
- advising on the regulatory impact of proposed fund structures, in particular, whether they may constitute an AIF, CIS or give rise to a public offer requiring a prospectus;
- drafting fund documentation including LP agreements, LLP agreements, and shareholder agreements; and
- drafting all AIFM related management and delegation agreements / FCA filings.
We also act for asset managers on their own regulatory compliance, including advising on the FCA’s remedies from its Asset Management Market Study.
Our expereince includes advising on, and establishing, VCT / EIS / SEIS structures.
Governance /
SMCR
Advising on corporate governance arrangements generally and their compliance with regulation, in particular the Senior Managers and Certification Regime (SMCR) where we advise on the:
- application of SMCR to different structures including group / matrix structures;
- appropriate allocation of responsibilities;
- process of approval of Senior Managers by the FCA / PRA; and
- completing Statements of Responsibility; contractual terms; delegations; handover notes; and related policies (including whistle-blowing policies and arrangements).
We also advise on the provisions of the Remuneration Codes.
Undertaking governance reviews – assessment of the effectiveness of governance and its compliance with the FCA/PRA rules and governance codes.
Market Infrastructure /
Commodities
As well as advising on and drafting brokerage and clearing arrangements (including Model B clearing arrangements), we have experience of advising on the regulation of exchanges; and stock and commodities exchanges’ rulebooks.
We also advise on the application of regulation, in particular the MiFID2 regime, to commodity traders.
Marketing /
Financial
Promotion
Advising on how to market financial services and products, including:
- the application of the FCA’s Financial Promotions Regime and relevant exemptions;
- the COBS4 rules;
- special marketing regimes for speculative illiquid securities, non-mainstream pooled investments and units in a CIS;
- the application of the Prospectus Rules (whether a ‘public offer’ is being made);
- fund marketing under AIFMD/UCITS and private placement;
- distance marketing regulations; and
- the FCA’s banning powers.
We also draft appropriate rubric for for marketing documentation.
Outsourcing
Agreements
Reviewing and drafting outsourcing agreements which comply with the various regulatory requirements, including, SYSC; MiFID Org Regulation; and the EBA Guidelines.
Payments /
E-money
We have extensive experience advising on the second Payments Services Directive (PSD2); Payment Services Regulations 2017 (PSRs); and the E-money Regulations 2011.
We also advise on related regulations (e.g. Payment Accounts Directive & Multilateral Interchange Fees Regulation); FCA rules; and various regulatory guidance.
Particular recent experience includes advice on e-money safeguarding; e-money programme management arrangements; scope of the PSRs and use of exemptions (limited network and commercial agent); payments in the context of gambling and gaming business – and interaction with AML requirements; PSD2 security requirements and SCA; and Open Banking standards.
Policies and Procedures
Drafting and reviewing (gap analysis) of compliance policies and procedures.
Advising on the impact of regulatory change to such policies and procedures.
Product
Governance and Distribution Arrangements
Advising on compliance with product governance requirements; and compliant distribution arrangements including via various online platforms.
Advice includes inducements (incl. research and facilitation of collection of adviser charge); conflicts; and respective responsibility for compliance and client disclosures.
Drafting distribution and intermediary agreements.
Regulatory
Capital
Advice on PRA and FCA prudential rules and regulatory capital requirements for all regulated businesses. This work includes drafting legal opinions on capital instruments and compliant subordinated loan agreements.
Regulatory
Perimeter
Advising whether FCA / PRA authorisation is required or relevant exemptions may apply. Advising firms as to the regulatory status of new products, services or arrangements.
Consideration as to the regulatory status of potential collective investment schemes; crowd-funding / mini-bond issuances; and crypto / ICO schemes.
Regulatory
Relations
Advising on interactions with the FCA/PRA from routine regulatory reporting to SUP 15 and Principle 11 disclosures.
Assisting firms in responding to Financial Ombudsman Service complaints.
Systems and
Controls / Operational Resilience
Working with firms to put in place compliant systems and controls to manage risk and comply with FCA/PRA rules. Drafting related policies and procedures.
Advising on regulatory expectations on operational resilience; and drafting provisions in supplier contracts to comply with the PRA’s rules on operational continuity in the event of financial distress.