Banking and Finance

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, 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 and subsequent restructuring of the combined 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
• Ripplewood Advisors on its proposed acquisition of Fidor Bank, a German neobank
• 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.

We advise UK and global banking clients frequently on their restructuring projects and reorganisations, undertaken both in response to regulatory requirements and often to create greater operational and capital efficiencies. Our work in this area includes advising:

• a major UK retail and investment bank on the UK and EU bank structural reform regimes and the reorganisation and restructuring required to meet the requirements of the UK ring-fencing regime by 1 January 2019
• another major UK retail and investment bank on the implementation of the UK ring-fencing regime and the transfer of its UK corporate and investment banking business to the UK branch of its EU-headquartered parent
• Standard Chartered on the establishment of a Hong Kong hub entity structure to enhance capital and liquidity utilisation across the Standard Chartered Group
• a leading challenger bank on its corporate reorganisation and, in particular, the creation of a new holding company.

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 applying from 2020
• SoftBank Vision Fund 2, as lead investor in Revolut’s Series E fund raising, valuing Revolut at USD33 billion
• 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
• a fast-growing UK fintech bank on a number of pre-IPO capital raisings and debt issuances, as well as related governance matters and potential restructuring options
• 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.

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:

• a major global investment bank on the complex implementation of UK and EU external and internal MREL requirements
• a well-established UK challenger bank on its capital arrangements following its acquisition by an overseas financial services provider and the incorporation of a financing business within its group structure
• several retail banking clients on the UK government and FCA’s COVID-19 related requirements in relation to lending, consumer credit products and mortgages
• a number of challenger banking clients, including Monzo and Wise, on regulatory governance requirements and individual accountability under the Senior Managers and Certification Regime
• a major global investment bank on its significant MiFID II investment research project to ensure compliance with new conduct of business requirements
• 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.

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:

• Handelsbanken on the establishment of a UK bank to ensure business continuity in the UK post-Brexit and, as part of this, the implementation of significant intra-group outsourcing arrangements
• Stripe, the online payment services provider, on its UK and broader EU expansion, including the scope and application of relevant EU regulatory regimes, product development matters and distribution agreements
• a US headquartered commercial bank, focusing on tech start ups, on the establishment of a UK entity to further expand its UK business
• Klarna Bank on a range of legal and regulatory assignments as it expands.

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. In addition to that set out above, recent experience includes advising:

• Standard Chartered on its partnership with Northern Trust to launch Zodia Custody, a new Europe-wide cryptocurrency custody business, and on the 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
• NewDay on the regulatory aspects of its acquisition of fintech platform, Deko
• Truelayer, the open banking API provider, on a range of regulatory and international development matters.

We have long-standing experience advising banking clients on recovery and resolution matters and on banking sector crisis management, notably supporting the UK and several EU governments and central banks on their post-financial crisis resolution work and reform, and more recently advising HM Treasury on COVID-19 related funding mechanisms to support the real economy. Our work in this area includes advising:

• a number of UK and global banking institutions on their recovery and resolution planning and ensuring compliance with the UK and EU resolution regimes
• HM Treasury on the Covid Corporate Financing Facility. Announced by the Treasury in March 2020 and operated by the Bank of England on its behalf, the Facility was designed to address the potential economic impacts of Covid-19 by providing funding to companies making a material contribution to the UK economy
• HM Treasury on the alternative remedies package agreed with the European Commission in relation to RBS’s retail and SME banking business, Williams & Glyn
• 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.

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:

• Standard Chartered on a number of UK and US investigations on AML issues and the US Iran sanctions regime, and a Hong Kong SFC enquiry in relation to its 2019 final dividend withdrawal and suspension of its 2020 interim dividend payment
• 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.

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, and continue to advise both clients on related matters.

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

We advised SoftBank Vision Fund 2, as lead investor in Revolut’s Series E fund raising, valuing Revolut at USD33 billion.

We advised Standard Chartered on its partnership with Northern Trust to launch Zodia Custody, a new Europe-wide cryptocurrency custody business, and on the establishment of a standalone digital retail bank and, as part of this, its application for one of the first Hong Kong virtual banking licences.

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

We are advising a number of retail banking clients on the UK government and FCA’s COVID-19 related requirements in relation to lending and temporary financial relief, as well as banking clients as a whole on the wider impact of COVID-19, particularly in relation to regulatory capital requirements.

We continue to support a number of UK, EU and global banking groups on their Brexit-related  corporate restructuring,  longer-term business operations and strategic objectives.

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.