We provide advisory and transactional services to the full range of investment funds (including their managers, boards, trustees, custodians, depositaries etc.), institutional investors, wealth managers, insurance companies and pension funds.

In particular, we regularly advise on:

• investment management, advisory, custodian and administration agreements
• distribution contracts and prime broker agreements
• stock lending arrangements
• establishment of asset management groups and of branch offices
• fund reorganisations, mergers, schemes of arrangement, amalgamations and liquidations
• relationships between fund managers, wrap platforms, intermediary platforms and advisers
• strategic alliances and joint ventures
• acquisition and sales of investment management businesses
• corporate and fund governance and the duties of their directors, key persons and other officers

We are also currently advising our clients on the implications of proposed regulation (including AIFMD, FATCA, RDR and MIFID II) on the investment management sector.

Please feel free to contact either Guy Norfolk if you have a query in relation to any of the above or would like to more fully understand our track-record in this area. If you have a tax related query please contact Alastair MacLeod in our Tax team.

Our Consumer Credit Group is made up of specialist lawyers offering advice and litigation services to clients who are affected by the Consumer Credit Act 1974. With specialist knowledge, skills and experience in this sector, especially in the relevant disciplines of financial services, debt and asset recovery, corporate advice and IP and technology, under-pinned by our full-service capability and resource. We also provide advice to clients on their dealings with the FCA, including supervisory and enforcement action – and how best to avoid it.  The Group  provides advisory and transactional services to clients throughout this sector, both in the UK and further afield.

Key Practice Areas

• Banking
• Debt and asset recovery litigation
• Asset recovery across all industry sectors
• FCA compliance, supervisory and enforcement action
• Commercial agreements such as outsourcing and distribution arrangements
• Data protection
• Peer to peer lending 
• Capital raising
• Payment services and e-money
• Dispute Resolution, including complaints to the Financial Ombudsman Service

The work we do

Within the team, we have industry-side experienced staff which means we understand your commercial pressures as well as the legal context. We have a dedicated volume collections and litigation team which operates throughout the UK. We are experienced in actions on behalf of clients operating within the consumer credit and FCA regulated sector.The type of work that we provide in this sector includes:

• Reviewing and drafting loan, hire-purchase and hire agreements and post contractual documentation for use in conjunction with the regulated agreements.
• Advising clients in preparation for the FCA credit related regulated activities authorisation process, and guiding them through the process itself.
• Providing clients with bespoke FCA / CCA compliance training.
• Pursuing debt and asset recovery  under various types of agreements including bank loans, credit cards, store cards, personal loans, hire purchase, conditional sale, hire. agreements and products such as home improvement loans, taxi finance and holiday club ownership schemes.
• Working with a number of major motor finance companies with regards to asset and vehicle recoveries.
• Providing advice in relation to the Data Protection Act.
• Providing expert and practical legal advice and opinions on interpretation and application of law and regulation to a client’s business model.
• Setting up and structuring businesses.
• Advice and assistance on the design and delivery products, including drafting and reviewing customer terms and conditions including platform documentation.
• Acting for both buyers and sellers of payment services businesses including company acquisitions and the sale of businesses and assets.
• Advice on FCA and PRA requirements and issues arising with the regulator, including early intervention and enhanced supervision powers such as OIREQs and VREQs and their impact upon firms’ permissions, and attending dawn raids.
• Anti-money laundering and terrorist financing requirement most recently in relation to AMLD IV, including dealing with HMRC enforcement action.
• Perimeter guidance and situations where expert advice is required to enable the client to achieve their objectives including but not limited to legal opinions.
• Enforcement and remediation projects.
• Handling FOS complaints, including those with potential to amount to ‘test cases’ with systemic implications for our clients' businesses. 

Some of Our Consumer Credit Clients

• Shawbrook Bank Limited
• Bank of Scotland PLC
• Black Horse Limited
• Clydesdale Bank 
• FGA Capital Ltd
• Link Financial Limited
• RCI Financial Services Limited
• Pitney Bowes Limited
• Golden Charter Ltd
• Persimmon Homes
• Eden Spring

Please contact either Guy Norfolk or Ian Benson, in the first instance, if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

We have a dedicated finance for individuals practice acting for clients across a broad range of markets and regulated products including consumer credit, mortgages and bank accounts and savings products.

Our clients include banks, credit card issuers and merchant acquirers and also other providers of credit such as sale finance providers including finance lessors.

 We also act for a number of private wealth management banks providing a full range of legal services.

Our experience in this sector includes:

• drafting product terms and conditions, regulated consumer credit agreements, finance leases and hire purchase agreements
• advising on Consumer Credit Act and Financial Services and Markets Act regulation including the availability of exemptions and the application of other UK regulation and resolving conflict of regulation issues
• acting on sales and purchases of regulated debt and mortgages, businesses and assets including due diligence and drafting and negotiating warranties and indemnities
• providing legal advice and opinions on interpretation and application of regulation at the design stage and throughout the product cycle
• assisting with licensing applications and dealing with actions by the OFT

Please contact Ian Benson or Guy Norfolk if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our dedicated financial services team combines transactional expertise with the relevant specialist regulatory knowledge necessary to work effectively on Financial Services transactions. Our track record spans the asset management, banking and insurance sectors.

In particular, we have recently acted on matters involving:

• The acquisition, sale and reorganisation of regulated businesses
• Regulatory capital driven reorganisations, reductions of capital and share buy-backs
• The establishment of strategic and other joint ventures
• Investments in regulated entities and investment funds
• Negotiating contracts for regulated services
• The establishment and reorganisation of regulated platforms

As a full service UK law firm, we have specialists in all areas of the law (IP, tax, employment, pensions, projects, litigation etc.) who are experienced in dealing with the particular aspects of financial services transactions.

We have also established a trusted network of international partner firms, through our membership of the Lex Mundi and otherwise, and are experienced in managing the cross-border aspects of any transaction.

Please contact either Michael Livingston or Guy Norfolk, in the first instance, if you have a query in relation to any of the above or would like to more fully understand Our Experience in M&A Financial Services in this area.

We advise clients, including asset managers, insurers, pension funds, banks (retail and investment), broker dealers and payment service providers in connection with all aspects of financial services regulatory and compliance work, including in relation to:

• FCA regulatory authorisations and the requirement/scope of any relevant permissions
• FCA approval for changes of control of firms
• preparing and reviewing compliance procedures and arrangements
• the establishment of fund managers/funds, other products and services, service providers and open architecture arrangements
• the regulatory capital rules
• the compliance of customer facing (terms and conditions etc) and internal materials
• the FCA client money rules and safeguarding arrangements under the PSD
• disputes with regulators and in relation to possible or actual disciplinary proceedings
• conducting or assisting with investigations and reviews in respect of regulatory matters
• business planning around the impact of forthcoming regulation (AIFMD, Solvency II, RDR, UCITS V, MiFID II etc.) Regulatory transactions with the FCA; change of control and change in qualifying holdings
• providing legal opinions in relation to all of the above

Please contact either Ian Benson or Michael Livingston, in the first instance, if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our FinTech Group comprises over 12 specialist lawyers with knowledge, skills and experience in the FinTech sector, especially in the relevant disciplines of financial services, corporate and IP and technology. It provides advisory and transactional services to clients throughout the FinTech sector, both in the UK and further afield. Our specialist expertise is under-pinned by the capability and resources that we, as a full-service law firm, offer our clients in this swiftly changing market place.

Key Practice Areas

• Banking
• Peer to peer lending and crowdfunding
• Debt and equity markets 
• Payment services and e-money
• Digital currencies
• Investment management and advice
• Insurance mediation

The work we do

We act for FinTech clients developing new and innovative ways to deliver financial products and services - whether new entrants or established market participants, whether manufacturers or distributors. Our work in the sector includes: 

• Providing expert and practical legal advice and opinions on interpretation and application of law and regulation to your business model;
• Valuable engagement with the FCA including the Innovation Hub;
• Drafting bespoke product terms and conditions and other product documentation including platform terms;
• Drafting and reviewing distribution agreements including white label arrangements; 
• Drafting and advising upon agreements to create, capture, develop, commercialise  and protect intellectual property rights;
• Providing expert advice in relation to cyber-security, privacy and data protection compliance; 
• Drafting and reviewing IT outsourcing agreements, including agreements with cloud service providers;
• Tailoring your company and its shareholder arrangements;
• Advising on early stage, venture and growth capital fund raisings;
• Advising on joint ventures and other collaboration agreements.

Some of Our FinTech Clients

• The Currency Cloud
• PayitSimple
• Origin Markets
• GoCardless
• Mintos
• The Funding Circle
• Bitstamp
• Santander Bank
• Aberdeen Asset Management

Please contact either Guy Norfolk or Ian Benson, in the first instance, if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our dedicated Investment Funds team includes a strong alternative fund practice involved in all aspects of this work.

Our team has been working in the alternative fund sector since its inception and is an established and recognised firm in the industry. The team is split equally between London and Edinburgh and combines transactional expertise with the specialist fund and regulatory knowledge necessary to provide high quality legal advice in this area.

We directly advise on both the Scottish and English limited partnership and corporate vehicles commonly used in alternative funds structures and regularly liaise with our off-shore, European and US partners firms when required to consider any foreign vehicles within these structures.

In particular, we regularly advise on:

• primary investments in alternative investment funds
• secondary acquisitions and sales of fund interests (including portfolio deals)
• fund establishment and reorganisation
• fund administration (e.g. investment management, administration and custodial agreements)
• dealing in direct acquisitions and sales of underlying portfolio assets
• related regulatory issues, such as financial promotion, the conduct of business rules, regulatory permissions etc.

We have previously advised our clients on the implications of proposed regulation on the alternative fund sector.

Please feel free to contact either Guy Norfolk or Nick Rutter if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our dedicated Investment Funds team includes an authorised fund practice involved in all aspects of this work.

In particular, we regularly advise on:

• the establishment of OEICs and authorised unit trusts (AUT)
• the ongoing operation of complex unit linked fund structures (including on pricing issues)
• implementation of UCITS Directives
• the investments of institutional investors into authorised funds
• the transfer, merger and reorganisation of authorised vehicles and conversion to Protected Cell Company (PCC) structures
• ongoing governance and operation of authorised funds and their managers, depositaries and other custodians/administrators
• tax issues relating to authorised funds and structures
• agreements with platforms
• host ACD and Distributor Influenced Fund (DIF) issues

Please feel free to contact either Nick Rutter if you have a query in relation to any of the above or would like to more fully understand our experience in this area.

We have a dedicated Investment Funds team, which includes a strong listed fund practice involved in all aspects of this work.

We advise on the establishment, reorganisation and sale/purchase of investment companies and on the ongoing corporate governance and compliance of such funds with the relevant listing/AIM, prospectus and other rules. We pride ourselves in working at the forefront of developing legal techniques relevant to the investment company world, regularly acting on matters involving:

• the issue of innovative classes of shares
• discount management techniques
• alternative ways to restructure/wind-up
• zero coupon finance
• tender price mechanisms

We are also currently advising our clients on the implications of proposed regulation on the listed fund sector. Our experience spans investment trusts, venture capital trusts and offshore investment companies.

We have been ranked in the top tier for Investment Funds - Listed Funds (London) by the Legal 500.

Please contact Guy Norfolk or Michael Livingston, in the first instance, if you have a query in relation to any of the above or would like to more fully understand our expertise in this area.

Our dedicated Investment Funds team is regularly involved in advising on Enterprise Investment Scheme funds, Venture Capital Trusts and other venture capital regimes.

As well as the services provided as part of our core funds practice, we are able to advise clients on the technical aspects of the EIS, Seed EIS and VCT legislation. In particular, we advise on:

• the structuring and establishment of EIS (including Seed EIS) funds and VCTs
• the eligibility of investee companies for EIS, Seed EIS and VCT investment
• ongoing tax and regulatory compliance for EIS funds and VCTs
• restructuring groups of companies to allow EIS, Seed EIS or VCT investment
• contentious and non-contentious matters involving HM Revenue and Customs
• the latest developments in the tax and regulatory regimes for EIS, Seed EIS and VCTs 

We are also currently advising our clients on the implications of proposed regulation on the VCT/EIS fund sector.

Please feel free to contact Alastair MacLeod or Guy Norfolk if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

We have long had an active practice in the field of non-contentious insurance and reinsurance, both in the life and pensions sector and in the general sector, and are fortunate that many of our clients are market leaders in their field. We are therefore frequently involved in complex mandates in the sector.

This is a highly specialised area and we believe that we are one of only a handful of firms outside the largest London law firms with the expertise and experience required to advise in this field.

In particular, we have recently acted on matters involving:

• M&A transactions for sellers and purchasers of life insurance companies
• demutualisations
• business transfers under FSMA relating to both life and general business
• closed life funds
• relations with and regulation by the FCA
• policy documentation
• reinsurance
• distribution
• white-labelling arrangements
• Lloyds of London structures

We are also currently advising our clients on the implications of proposed regulation (including Solvency II) on the insurance sector.

Please contact either Michael Livingston or Ian Benson, in the first instance, if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our financial services team works as part of a cross-departmental outsourcing team of lawyers and is able to draw on an extensive range of expertise to manage complex financial services and other outsourcing projects in the public and private sector, including:

• outsourcing arrangements involving “material outsourcing” under FSMA and otherwise
• regulated joint ventures, strategic alliances and other business collaborations
• managed services agreements
• shared services agreements
• framework agreements
• distribution and agency arrangements

Please feel free to contact either Michael Livingston (financial services) or Iain Sutherland (commercial), in the first instance, if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our Financial Services team has a wealth of experience in dealing with general partnerships, limited partnerships and limited liability partnerships generally and also in the context of establishing alternative investment funds and other regulated joint ventures.

As a UK firm, we are able to advise on both Scottish and English partnership law and are also frequently required to liaise with our partner firms in relation to the other offshore and US partnership vehicles commonly used in fund structures.

In particular, we regularly advise on:

• the establishment of general partnerships, limited partnerships and limited liability partnerships
• reorganisation of fund and other structures incorporating partnership vehicles
• ongoing management and administration of partnerships
• legal opinions in relation to the establishment, power and capacity of all forms of partnerships, their tax status and on other particular aspects of partnership law

Please contact Guy Norfolk, in the first instance, if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

We have a dedicated Payment Services practice and routinely advise on all aspects of all payment services under this distinctive regulatory framework acting for banks, merchant acquirers and other providers of payment services and e-money issuers.

Our experience in this sector includes:

• perimeter guidance on the scope of the payment services regulations and the interaction with other UK regulation and unregulated activity
• acting on the sale and purchase of payment services institutions and e-money issuers including due diligence and drafting and negotiating warranties and indemnities
• drafting terms and conditions and other product documentation
• assisting with regulatory transactions including applications in connection with permissions, Agents and Passporting issues and change in circumstances applications to the FCA
• advising on safeguarding arrangements issues arising under the PSR
• agency and distribution agreements
• providing legal advice and opinions on interpretation and application of regulation at the design stage and throughout the product cycle

Please contact Ian Benson or Guy Norfolk if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.

Our team of specialist lawyers provides both transactional and on-going advisory services to a wide range of clients who are active in the wealth management and advice market; these include asset and fund managers, private banks, IFAs, platform providers and life and pensions companies.

We also continue to offer a traditional legal service which means we have first hand experience of the outlook and, more particularly, the investment needs of retail clients, which many of our competitors are no longer able to draw upon.

In particular, we advise on:

• acquisition and disposal of wealth management businesses and management buy outs, in the UK and overseas.
• the IFA and investment manager business link-ups
• the establishment of ISA and SIPP wrappers, including white-label arrangements and drafting relevant terms and conditions
• the establishment of RDR compliant wrap platforms, including white-label arrangements and material back office contracts
• the design and delivery of tailored products for private banks
• the structuring and establishment of Funds: VCT/EIS funds as well as the technical aspects of EIS, Seed EIS and VCT legislation
• RDR and other regulatory issues affecting the business models of our Asset Management and Insurance and Reinsurance clients
• discretionary investment management agreements for asset and fund managers
• investment advice terms of business for IFAs and client agreements for discretionary investment management

Please feel free to contact either Michael Livingston or Guy Norfolk if you have a query in relation to any of the above or would like to more fully understand our track-record in this area.