Banking and Finance

Our well-established banking and finance sector practice, which forms part of our Financial Institutions Group, acts for both established and new UK, EU, Asian and global banking institutions, non-bank finance providers and payment service providers on a wide range of corporate, financing and regulatory matters.

We are well known for our work on the most complex and innovative matters, including our work with the UK and several EU governments and central banks on their post-financial crisis resolution matters, on UK and EU bank structural reform and, more recently, on Fintech and Brexit-related matters. We also continue to help clients navigate the significant ongoing developments in the sector, including increased regulation and regulatory scrutiny, structural changes challenging traditional banking models and the steep rise in the development and use of technology.

We draw on expertise from the wider Financial Institutions Group and across the firm, including from our tax, pensions, employment and incentives, competition, IP and disputes groups, to provide a comprehensive and fully integrated service to our banking, non-bank finance and payment services clients.

We are ranked as a top law firm across relevant areas, including M&A, financing and financial regulation in Chambers, Legal 500 and IFLR 1000. Our lawyers have considerable specialist knowledge and expertise in the sector, drawing on a broad skills base to provide innovative solutions to our banking and finance clients. We provide comprehensive advice on the full range of matters, including:

Public and private domestic and international transactional work

We advise on the full range of domestic and international transactional work for our public and privately-owned banking and finance clients, including M&A, joint ventures, corporate restructuring, business and asset transfers and flotations. Recent experience includes advising:

  • Virgin Group on CYBG’s acquisition of Virgin Money for £1.7 billion
  • OneSavings Bank on its recommended all-share combination with the UK specialist mortgage bank, Charter Court Financial Services Group
  • Värde Partners on its strategic £60 million equity investment in UK specialist bank, Masthaven Bank, and its disposal of NewDay Cards to private equity firms Cinven and CVC Capital Partners
  • Shawbrook Group on its establishment, several M&A transactions including strategic business acquisitions, regulatory and management-related assignments and on the initial public offering of its ordinary shares
  • Non-Standard Finance in relation to its all-share takeover offer for Provident Financial
  • Oversea-Chinese Banking Corporation, the second largest financial services group in South East Asia by assets, on its USD4.95 billion acquisition of Wing Hang Bank and its acquisition of National Australia Bank’s Hong Kong and Singapore private wealth business
Financing work

We cover the full spectrum of financing work for our banking and finance clients, including debt and equity issuances, regulatory capital raisings and issuances, and specialist lending products such as derivatives, structured products and securitisations. Recent experience includes advising:

  • Santander UK on a wide range of capital raising and M&A transactions, including updates to its MTN programme to ensure compliance with the new EU and UK MREL regimes commencing from 2020
  • OakNorth Bank on its US$440 million equity raise, led by SoftBank Vision Fund’s US$390 million primary investment and the Clermont Group’s additional secondary investment
  • Standard Chartered on its ground breaking £3.3 billion rights issue and launch of the first ever Indian depository receipt offer. Standard Chartered became the first overseas company to gain a primary listing in India.
Retail and wholesale financial regulation

We advise on all aspects of financial regulation for retail and wholesale banking institutions, non-bank finance providers and payment services providers, including prudential and conduct of business requirements, strategic regulatory advice and regulatory support on M&A and financing projects. Much of this work is confidential but our disclosable work includes advising:

  • two major UK retail and investment banks on the UK and EU bank structural reform regimes and the reorganisation and restructuring required to meet the complex UK ring-fencing requirements by the regulatory deadline of 1 January 2019
  • HM Treasury on the alternative remedies package agreed with the European Commission in relation to RBS’s retail and SME banking business, Williams & Glyn
  • Union Bancaire Privée (UBP) on the UK and Hong Kong corporate and regulatory aspects of its acquisition of the international banking and wealth management business of Coutts & Co. from RBS
  • Yuanta Commercial Bank on the Hong Kong regulatory aspects of its merger with Ta Chong Bank
  • a number of overseas central banks and governments on the resolution and bail-in of failed banks, including the Central Bank of Cyprus on the historic bail-in of Laiki Bank and the Bank of Cyprus; the Portuguese Ministry of Finance on the EUR6 billion recapitalisation and restructure of the Portuguese banking sector; and the Irish Department of Finance and National Treasury Management Agency, in partnership with Irish legal advisers, Arthur Cox, on the reorganisation and recapitalisation of certain Irish banks and the Irish legislation relating to the banking crisis
  • HM Treasury on a range of matters arising out of the financial crisis, including on the governmental interventions in Northern Rock, Bradford & Bingley, the Icelandic banks, Lloyds, HBOS and RBS; the establishment of UKFI, UKAR and the UK Asset Protection Scheme; and the assessment of RBS’s separation into a ‘good’ and ‘bad’ bank.
The establishment, authorisation and expansion of regulated firms in the sector

A core part of the work of our banking and finance sector practice is supporting regulated UK, EU and global firms on their establishment, regulatory authorisation and expansion projects. This can take the form of subsidiarisation, branch creation or cross-border banking services, or a combination of all or some of these mechanisms.  Much of our work in this area is confidential but our disclosable work includes advising:

  • two major UK retail and investment banks on the UK and EU bank structural reform regimes and the reorganisation and restructuring required to meet the complex UK ring-fencing requirements by the regulatory deadline of 1 January 2019
  • Standard Chartered on the establishment of a Hong Kong hub entity structure to enhance capital and liquidity utilisation across the Standard Chartered Group
  • a major EU retail and investment banking group and its UK subsidiary on the status of its UK branch post-Brexit and the potential further authorisation required, from both UK and potentially EU regulators, to ensure business continuity post-Brexit
  • Shawbrook Group on its establishment, several M&A transactions including strategic business acquisitions, regulatory and management-related assignments and on the initial public offering of its ordinary shares
  • GE Capital on the establishment and authorisation of GE Capital Bank Ltd, a UK online savings bank, including its authorisation application, outsourcing arrangements and corporate aspects of the bank’s launch and development.
Digital financial services

Our banking and finance sector practice works closely with our highly-regarded fintech practice to support our banking and payment services clients on their digital financial services’ projects, including, in particular, on the development, procurement and investment in innovative technology-based financial services.

Clients seeking advice in this area range from established domestic and international banking institutions and payment service providers to challenger banks, high-growth start-ups, investors and entrepreneurs with the potential to become, as they start, market disruptors and, as they develop, market leaders. Recent experience includes advising:

  • OakNorth Bank on its US$440 million equity raise, led by SoftBank Vision Fund’s US$390 million primary investment and the Clermont Group’s additional secondary investment
  • Standard Chartered on its establishment of a standalone digital retail bank and, as part of this, its application for one of the first Hong Kong virtual banking licences
  • Santander UK on the establishment of a venture capital fund, Santander Ventures, to invest in early stage fintech businesses
  • a global retail and investment bank on the law and regulation governing digital contracting and client on-boarding processes in a significant number of jurisdictions in which it operates globally
  • Stripe, the US-based online payment services provider on its UK and broader EU and Asian expansion, including the scope and application of relevant regulatory regimes, product development matters, and distribution agreements and partner collaborations.
Brexit-related strategic restructuring and business continuity work

We have been supporting, and continue to support, a number of our UK, EU and global banking clients, both in the retail and wholesale sectors, on their Brexit-related preparations. This has included strategic planning work, corporate restructuring, business transfers and longer-term operational continuity work to ensure business continuity post-Brexit. Much of our work in this area is confidential but our disclosable experience includes advising:

  • in preparation for Brexit, an EU headquartered bank, which previously provided UK retail banking services from a UK branch, on the establishment and authorisation of a new UK subsidiary, the transfer to it of the UK branch’s business, and the governance and management structures, systems and controls, and outsourcing arrangements required to become fully operational as a UK banking institution
  • in preparation for Brexit, a global corporate and investment bank on its Brexit reorganisation and on numerous assignments examining and structuring post-Brexit market access in EU member states
  • a major EU retail and investment banking group and its UK subsidiary on the status of its UK branch post-Brexit and the potential further authorisation required, from both UK and potentially EU regulators, to ensure business continuity post-Brexit
  • a leading EU head-quartered retail bank, which currently conducts some UK business on a cross-border basis from its EU headquarters, on the establishment and authorisation of a UK branch and the operational requirements to ensure it is fully operational to provide retail banking services in the UK.
Financial regulatory investigations and dispute resolution

Our banking sector practice works closely with our disputes and investigations team to provide support to our banking clients on the financial regulatory investigations they face, the vast majority of which are both commercially and reputationally important for them. Recent investigatory work has focused on a range of issues, including market conduct, financial crime controls and IT security systems, and the practice has advised on some of the most high-profile regulatory investigations in recent years. Recent and disclosable experience includes advising:

  • Deutsche Bank throughout the multi-jurisdictional regulatory investigations into the setting of certain interbank benchmark rates including LIBOR, EURIBOR, TIBOR and HIBOR and the eventual settlements achieved with regulatory bodies
  • JPMorgan Chase Bank on cross-border investigations conducted by the FCA, DoJ and other regulators worldwide in relation to alleged misconduct in the G10 spot FX market, and on the subsequent settlements
  • TSB, the UK retail bank, carrying out an independent review of the issues arising from its IT migration in early 2018
  • Standard Chartered in respect of a number of investigations by UK and US regulatory authorities into issues relating to, among others, AML issues and compliance with the US Iran sanctions regime.

Key experience

Bank structural reform

We advised two major UK retail and investment banks on the UK and EU bank structural reform regimes and the reorganisation and restructuring required to meet the complex UK ring-fencing requirements by the regulatory deadline of 1 January 2019.

OneSavings Bank

We advised OneSavings Bank on its recommended all-share combination with the UK specialist mortgage bank, Charter Court Financial Services Group. 

Santander UK

We advised Santander UK on a wide range of capital raising and M&A transactions, including updates to its MTN programme to ensure compliance with the new EU and UK MREL regimes commencing from 2020.

Standard Chartered

We advised Standard Chartered on its establishment of a standalone digital retail bank and, as part of this, its application for one of the first Hong Kong virtual banking licences.

Non-Standard Finance

We advised Non-Standard Finance in relation to its all-share takeover offer for Provident Financial.

Brexit-related strategic planning and restructuring

We are advising a number of UK, EU and global banking groups on their Brexit-related strategic planning, corporate restructuring and longer-term operational work to ensure business continuity.

Regulatory investigations

We advise a number of UK, EU and global banking groups on a range of commercially and reputationally important regulatory investigations including in relation to market conduct, financial crime and IT security controls.

Key Contacts