Financial Products, Services and Regulation

Tailored legal support on financial products, services and regulation

Our team of financial services lawyers advises on the full breadth of financial sector activities in the UK.

We support banks, building societies and other financial institutions, including specialist lenders, investment managers, funds, market infrastructures and public sector bodies active in the sector.

Our clients range from global banking groups and challenger banks to fintech start-ups and other new entrants to the financial sector.

Authorisation and regulation

We provide legal advice on all aspects of the regulatory framework under the Financial Services and Markets Act 2000 (FSMA), covering:

• the scope of regulated activities and available exemptions and exclusions;
• appointed representatives;
• the Senior Managers & Certification Regime (SMCR);
• the Financial Services Compensation Scheme (FSCS); and
• the Financial Ombudsman Service (FOS).

Payments and e-money

With up-to-date knowledge of the latest developments in the payments industry, we advise payment service providers and e-money institutions on the regulatory requirements under the Payment Services Regulations 2017 and the Electronic Money Regulations 2011, including:

• authorisation and registration;
• appointment of agents;
• conduct of business requirements;
• capital resources and requirements; and
• safeguarding customers’ funds.

We advise on the approach of the Financial Conduct Authority (FCA) to regulating payment services and electronic money, as well as the perimeter of its regulatory powers and the scope of exemptions and exclusions.

We also advise banks on their terms and conditions for payment accounts, the FCA’s rules and guidance in the Banking: Conduct of Business Sourcebook (BCOBS) and applicable statutory requirements, such as the Payment Accounts Regulations 2015.

Mortgages

Our expertise covers the full lifecycle of mortgage lending:

• Origination: we act for mortgage lenders in the preparation of template forms of lending and security documentation for originating new business, including regulated mortgage contracts, consumer buy-to-let mortgages, article 3(1)(b) loans and unregulated buy-to-let mortgages.
• Servicing: we advise on the processes and systems for complying with ongoing servicing requirements under the Mortgages and Home Finance: Conduct of Business Sourcebook (MCOB) for regulated mortgages and the Mortgage Credit Directive Order 2015 for CBTL mortgages.
• Disputes and enforcement: we support mortgage lenders with advice on managing complaints under mortgage contracts, dealing with customers in financial distress and investigating financial crime.
• Funding: drawing on our firm’s extensive expertise in debt capital markets and securitisation, we carry out due diligence reviews of mortgage portfolios for residential mortgage-backed securitisations (RMBS), covered bond programmes, forward flow contracts, mortgage warehouse facilities and loan book sales.

Secured business lending and asset and invoice finance

Our team has a thorough understanding of the practicalities of providing finance to commercial businesses. Our services for high street banks and specialist lenders include preparing template forms of loan documentation for lending to companies, partnerships, trusts, associations and sole traders, in addition to preparing the full range of security precedents for any category of asset being offered as collateral.

Through our asset and receivables finance practice, we also act for providers of asset and invoice finance on their documentation for lease, hire, hire-purchase, discounting and factoring, as well as supply chain finance and electronic trade receivables platforms.

We are experienced in running strategic documentation projects for financial institutions to implement major legal and regulatory changes affecting business lending and commercial finance, such as incentivised switching, bank ring-fencing and benchmark reform.

Consumer lending

We help lenders and credit brokers navigate the complexities of consumer credit regulation, with insightful and pragmatic advice on the conduct of business requirements under the Consumer Credit Act 1974 and the FCA’s Consumer Credit Sourcebook (CONC), and the documentary formalities for pre-contractual information and credit agreements.

We advise unregulated businesses on the regulatory perimeter for credit-related regulated activities, including the scope of the exemptions for high net worth customers, business purposes and buy now pay later (BNPL) loans. We also provide advice on non-commercial lending to family members and friends.

Wealth and private banking

Our services for private banks and wealth managers include advising on the application of the FCA’s Client Assets Sourcebook (CASS) to investment management and custody arrangements for investment portfolios, as well as preparing template forms of loan and security documents for portfolio lending or margin lending.

Specialised financial products

Our financial services lawyers are experienced in advising on alternative home finance products. Drawing on the expertise of our banking and finance team in the area of Islamic finance, we act for Islamic banks on their Shariah-compliant mortgages or regulated home purchase plans (HPP).

We also advise those in the prepaid funeral plan industry on the FCA’s rules under the Funeral Plan: Conduct of Business Sourcebook (FPCOB). 

Derivatives and securities financing

We act in the negotiation and documentation of over-the-counter derivative contracts and securities financing transactions (SFTs), including interest rate hedging products under ISDA master agreements, repurchase transactions under master repurchase agreements and securities lending under master securities lending agreements.

We also advise on the regulation of derivatives and securities financing transactions under the Financial Services and Markets Act 2000 (FSMA), the European Market Infrastructure Regulation (EMIR) and the Securities Financing Transactions Regulation (SFTR).

Providing an integrated approach to delivering legal advice, our financial services team works closely with colleagues across our firm to advise on bespoke financing contracts, such as longevity swaps for pension schemes and virtual power purchase agreement for energy market participants.

Treasury solutions

For credit institutions, investment firms and other regulated bodies, we provide reasoned legal opinions to support the regulatory capital treatment of their exposures under applicable prudential requirements, such as the Capital Requirements Regulation (UK CRR) or the Prudential Sourcebook for MiFID Investment Firms (MIFIDPRU), including:

• enforceability of security precedents as credit risk mitigation techniques;
• enforceability of on-balance sheet netting under cash-pooling products;
• compliance of capital instruments with prudential requirements for own funds; and
• treatment of clearing exposures for over-the-counter derivatives.

Financial market infrastructure

We provide in-depth analysis and legal opinions on financial markets legislation, covering:

• bank ring-fencing and banknote issuance;
• market contracts, market charges and financial collateral arrangements;
• payment systems, securities settlement systems and settlement finality;
• exchanges, clearing houses, central counterparties (CCPs) and central securities depositories (CSDs);
• default rules, special administration regimes (SARs) and insolvency; and
• set-off and netting.