Financial Regulation

The core of our practice is advising on the authorisation and supervision of UK regulated financial institutions, including:

  • banks
  • building and friendly societies
  • insurers and reinsurers
  • asset managers, brokers, advisers and other investment firms
  • mortgage firms and other commercial lenders
  • payment service providers and e-money institutions
  • clearing houses, exchanges and other trading platforms
  • rating agencies

We provide advice to financial and non-financial sector businesses on the full life-cycle of business and product developments, in both domestic and cross-border contexts, including:

  • the establishment of new financial services businesses
  • mergers, acquisitions and reorganisations in the financial services sector
  • insurance and banking business transfer schemes
  • the structuring and distribution of new and innovative products for both wholesale and retail markets
  • regulatory capital arrangements
  • financial e-commerce, payment, and mobile banking services, including innovation in the Fintech sector
  • outsourcing arrangements
  • the impact of UK and EU regulatory reform projects and other developments in the law and market practice
  • UK and EU securities law and marketing regimes
  • market conduct issues
  • the international anti-money laundering and sanctions regimes
  • regulatory investigations and disciplinary proceedings

We advise on many of the most complex and innovative transactions in the regulated financial services sector. We regularly publish critical analysis of regulatory proposals and developments. For example, we have been closely involved with our clients and professional bodies in contributing to domestic and international consultations on financial services rules, guidance and legislation.

Our broad experience and regulatory skillset enable us to provide first-class insight, support and advice on the regulatory aspects of financial services transactions and to find practical solutions to the regulatory issues that our clients face.

Many of our projects are international and we work closely with leading local counsel who have some of the most highly regarded financial services lawyers in Europe, the US and Asia, as well as strong relationships with local regulators.

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Given this firm’s pre-eminence in the corporate world, it should come as no surprise that it [the FR Group] attracts work of the highest level and is a recognised source of excellence for both contentious and non-contentious advice Chambers UK, 2012

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Our key experience includes advising:

GE Capital on the financial regulatory, outsourcing and corporate aspects of the authorisation, development and launch of GE Capital Direct, a new UK-based online savings bank.

NYSE Euronext on its proposed acquisition by IntercontinentalExchange (ICE) as to matters of English law.

UK Asset Resolution Limited (UKAR), the single holding company for Northern Rock (Asset Management) plc and Bradford & Bingley plc, in connection with the sale of Northern Rock plc by HM Treasury. The advice concerned arrangements relating to the operational separation of the UKAR group from Northern Rock in connection with its sale.

Close Brothers on the acquisition of the retail structured term deposit book of Dunbar Bank plc, a member of the Zurich Financial Services Group; on the disposal of its UK offshore business in Jersey, Guernsey and the Isle of Man to Kleinwort Benson Channel Islands Holdings Limited; and on the sale of its Cayman Islands business to Intertrust Group Holding SA.

RSA on an internal reorganisation which involved a number of statutory insurance business transfer schemes.

HM Treasury and UK Financial Investments on a range of matters arising out of the financial crisis including, on the resolution action taken in relation to Northern Rock and Bradford & Bingley; the recapitalisations of Lloyds, HBOS and RBS; the implementation of the UK Asset Protection Scheme; the subsequent reorganisation of Northern Rock and Bradford & Bingley; and a review of the case for a Royal Bank of Scotland 'bad bank'.

Chi-X Europe and its consortium of board represented shareholders on the sale of Chi-X to BATS Global Markets, Inc. The deal will create the largest pan-European trading centre in terms of market share and notional value traded.

RBS Asset Management (through its Special Opportunities Fund) on the acquisition of Whiteaway Laidlaw Bank Limited from the Manchester Building Society and on associated capital investments by RBS Asset Management in Whiteaway Laidlaw.

Aviva, on the sale of RAC to the Carlyle Group and in connection with the termination of its long-standing bancassurance joint ventures with the Royal Bank of Scotland Group plc, and entry into a new distribution arrangement with the same party.

Clive Cowdery on the establishment of Resolution Limited; and Resolution Limited on its subsequent acquisitions of Friends Provident and the AXA UK Life Business.

We are regularly at the forefront in advising financial institutions on areas of particular contemporary interest; for example, we are closely involved in advising a number of clients on a range of issues arising out of the financial crisis, including providing ongoing advice to HM Treasury in connection with the Government's measures to support the financial sector.

We have also been active in advising clients on the significant recent changes in the UK financial services regulatory architecture and on increasingly complex and intrusive regulation in domestic and international markets.

We are heavily involved in monitoring and advising on EU financial regulatory developments that are of increasingly critical relevance for our clients.

We closely monitor initiatives affecting the financial services industry including international projects such as the ongoing development of the Basel Capital Accord and the Capital Requirements Directive (CRD), proposals for a new MiFID, the reviews of the Market Abuse Directive and the Insurance Mediation Directive, the European Market Infrastructure Regulation (EMIR) and the Alternative Investment Fund Managers Directive.

Additionally, we take an active role in the development of relevant law and regulation. For example, we regularly second lawyers to regulators to assist with the development of policy and rules, in particular arising out of European developments such as Solvency II. We consider the practical implications of these developments for the regulated businesses of our clients and take an active role in assisting clients to review and respond to such developments as well as participating directly in Treasury and other regulatory consultations.

We are represented in a number of groups which lobby the Government for legislative change where necessary. Such groups include the Law Society Financial Services Working Party, the City of London Law Society Regulatory Law Committee Banking and Insurance Sub-Committees and several ISDA taskforces and committees. Jan Putnis has contributed to a number of papers for the Financial Markets Law Committee of the Bank of England.