Banking & Finance
We have an established banking and financial services practice made up of some twenty lawyers who look after a range of clients, including private banks, wealth managers, asset managers as well as individuals and corporates. Our finance lawyers advise on all aspects of financing and security matters, whilst our regulatory and fund lawyers help clients navigate the complex legal and regulatory landscape and bring new funds and services to market.
We provide technically excellent advice, and always seek to provide the best possible service for our clients however big or small the project. Our clients frequently ask us to help on complex matters which require input from both our finance and regulatory lawyers, and we can draw on other expertise from across the firm as needed to ensure a complete service is provided.
We have an in-depth knowledge of banking and financial services law and practice enhanced by years of experience including client secondments. We provide additional support to clients in terms of regular seminars, briefings and in-house training.
We advise a range of lender and borrower clients on the financing of private acquisitions (by way of both share and asset purchases), management buy-outs and private investments. Our clients in this area include commercial and private banks, private equity funds and other private investors, private companies and management teams. This work is frequently complex, high value and often involves an international element.
Alternative sources of debt funding
We have a successful practice advising borrowers and lenders on financing transactions with non-bank lenders including funding made available by real estate debt funds, sports debt funds and institutional non-bank lenders such as pension funds and insurance companies. We have a particular strength in advising on the raising of long term debt funding through the private placement market and have assisted a range of different clients (universities, schools, livery companies, landed estates and charitable trusts) on significant issuances in recent years.
Building on the strengths of our private banking practice and private wealth heritage, together with our renowned expertise in the art and luxury goods sectors, we are developing a strong reputation in the luxury asset finance world. We regularly act for borrowers (including our high net worth clients) and lenders on financing works of art, private and business jets, yachts and other luxury assets (such as fine wines and classic cars) using the asset itself as collateral. The assets and principals are often based in different jurisdictions and we are used to assisting on complex ownership and operational structures across the globe.
We regularly advise on financing transactions where the borrower’s cashflows or intangible assets, such as intellectual property or revenue streams, underpin the loan. We understand the different approach to the lending documents and security structure this merits compared to, for example, real estate finance where property values and rental streams are key components. We have a particular strength in the media (traditional and digital), sports, healthcare, hotel, education, charities and leisure sectors.
Real Estate Finance
We combine our property and construction expertise with our in-depth knowledge of the private and commercial banking industry to produce a specialist service to clients looking to finance investment properties and developments (whether acting for lender or borrower and whether secured against commercial, residential or mixed use assets) throughout the UK. Our bank clients in this area include Lloyds Banking Group, Coutts & Co, Royal Bank of Scotland, Royal Bank of Canada, Deutsche Bank, Emirates NBD and Credit Suisse.
We advise on various issues arising in the context of regulated lending, including consumer credit and regulated mortgages. As well as transactional support, we have assisted a large number of institutional lenders in producing and updating their template finance documents for regulated mortgages and consumer credit agreements.
Our financial services lawyers provide advice to a varied client base of regulated businesses operating in and from the UK. All of our clients benefit from our extensive experience of the legal and regulatory aspects which affect financial services and products, as well as domestic and EU regulatory requirements.
Using our up-to-date knowledge of the financial services sector, we advise on a wide range of issues from perimeter issues, including the need for authorisation, to advice on general conduct of business matters, as well as advice on specialist areas. We frequently draft bespoke client facing documentation for our clients taking account of all relevant law, regulation and best practice.
We are recognised for the breadth and quality of our regulatory advice. We regularly advise on the impact of new regulations such as MiFID II, Payment Services Directive 2 (PSD 2), Alternative Investment Fund Managers Directive (AIFMD), Senior Managers & Certification Regime and its extension to FCA solo regulated firms and Market Abuse Regulation to name just a few. We draft and review investment management agreements, terms and conditions and bespoke product documentation and act on outsourcing arrangements. We also advise on international compliance issues such as FATCA and the Common Reporting Standard.
We act as standing legal adviser to most of our clients and are happy to field smaller one-off queries as well as handling much larger projects.
We provide our clients with regular updates on legal and regulatory updates via briefings and a seminar programme, and also deliver in house bespoke training to our clients.
We act for many of the leading private banks in London advising them on their lending and security documentation and the rules which apply to lending to consumers. In the regulated arena this includes advice in relation to regulated mortgage contracts and the impact of MCOB, including drafting the ESIS and Offer documentation, together with lending terms and conditions. We also provide advice in relation to lending procedures manuals and supplementary documentation. We often advise on scope questions in particular whether an arrangement is a regulated credit facility and if so under which regime.
Payments and e-money
We advise banks, other payment service providers and e-money institutions on the impact of regulation in this area, including the Payment Services Regulations 2017 (PSRs) and the Electronic Money Regulations 2011 (EMRs). Our work includes drafting terms and conditions covering the provision of payment services or e-money, advising on scope issues such as what is a payment account and what is e-money. We also advise payment service providers and e-money institutions on ongoing compliance with the PSRs and EMRs, including, for example, providing advice regarding safeguarding requirements in respect of e-money. Increasingly, we are providing regulatory advice to new entrants to the payments market, including emerging Fintech businesses.
Our investment funds practice is broad based, covering both FCA authorised funds as well as unregulated funds such as property and private funds. We also have particular experience in certain niche type funds including charity funds, investment funds created under particular statutes and private investment vehicles.
Our business is built on relationships. Many asset managers see us as their trusted go-to adviser on investment fund matters. However, we equally enjoy adapting our knowledge and expertise to assist new clients.
We keep our clients updated on changes to the regulatory regime that may affect investment funds with regular updates and seminars.
FCA authorised funds
We have a particular focus and expertise in the FCA authorised funds sector. We frequently advise clients on the different types of UK authorised fund structures including authorised unit trusts, open-ended investment companies (OEICs) and authorised contractual schemes. We advise across the full spectrum of regulatory types of authorised funds including, UCITS, NURS, QIS, MMF and CAIF types.
We advise on all aspects of regulated funds from establishment (including preparation of all relevant fund documentation and liaising with the FCA) to implementing changes to authorised funds. We have assisted with the establishment of master feeder structures and we have worked on many fund mergers, both domestic and cross border, as well as on fund terminations and wind-ups.
We act as the standing legal adviser to many authorised fund managers.
Alternative investment funds
We frequently act for the managers and promoters of funds that are not FCA authorised funds covering hedge, property, venture capital and private equity (including EIS and SEIS) funds. We have particular experience acting in relation to funds targeting tax exempt investors including charity funds.
We advise on the full life cycle for such, from initial structuring to the establishment of the management or advisory entity, the formation of the fund vehicle, first and subsequent closings, fund deployment and winding up. We advise on both onshore and offshore structuring, management and advisory agreements and the preparation of investor documentation including investment memorandums, limited partnership agreements, subscription documents and side letters, as well as depositary and administration agreements.
Finally, we regularly work with our corporate and commercial property teams on transactions for private equity/venture capital and property funds respectively.
We understand that dealing with insolvency and enforcement issues can be challenging and time critical. This is where our team of experienced professionals can help guide you through this specialist area.
Our partners have advised numerous companies and boards on the full range of insolvency processes, including administrations, liquidations, company voluntary arrangements and receiverships. We have also been involved in some significant informal restructurings and refinancings, working alongside our clients to turnaround their business successfully and maintain value for key stakeholders. In addition, our links with several prominent insolvency practitioners and turnaround professionals mean that we can quickly pull together a team of experts to protect a client’s position.
Our client base includes companies and individuals based overseas who have economic interests in the UK and require guidance on issues that are unique to the insolvency system in this jurisdiction.
For example, we regularly advise on company restoration matters, including providing specialist advice on how to wind up a foreign-registered company incapable of restoration with assets in England and Wales, which have fallen bona vacantia to the Crown.
Insolvencies can sometime create opportunities and we work with specialist colleagues in tax, real estate, corporate, employment and intellectual property to advise on the acquisition and disposal of insolvent companies and their assets. In the commercial and residential property spheres we are renowned for our property insolvency expertise, acting for landlords, tenants and developers.
With our strong track record in financial services, we are trusted by prominent private banks to advise them on dealing with their distressed debt positions. This includes regularly acting on the enforcement of both regulated and unregulated loans and dealing with secured and unsecured debts. We advise at all stages, from strategic options at the outset on through to realising any security, either via the appointment of a receiver or other suitable enforcement options.
In the charity sector, we have a wealth of experience advising organisations of all sizes and types on critical issues surrounding charity insolvencies.
We also advise individuals, banks and other stakeholders on personal bankruptcy issues, as well as on negotiations with creditors and individual voluntary arrangements.