Finding solutions Payment Systems and Digital Commerce

Client Commitment. Innovative Solutions. Global Service. Finding solutions Payment Systems and Digital Commerce

Eversheds Sutherland’s Payment Systems and Digital Commerce Group has extensive experience advising clients on payment and settlement systems, payment products and services, digital and mobile commerce, and other fintech solutions. Our deep industry knowledge enables us to guide clients through the complex interplay of business trends, technological developments, and a rapidly changing legal and regulatory landscape.

What we do for clients

We work with our clients at every stage of the Our transactional attorneys have negotiated payment processing cycle. From card payment all types of deals in the payments and digital networks, credit card issuers, money remittance commerce space, including network participation providers and merchant acquirers—to payment agreements, processing agreements, technology facilitators, e-money providers, and mobile outsourcing and platform licensing deals, wallet, alternative payment method, and other point-of-sale enablement arrangements, joint technology solutions—our team is experienced ventures and strategic relationships, and M&A in all aspects of payment processing and digital transactions. Our intellectual property lawyers commerce across a wide range of areas and are well-versed in patent, trademark and other jurisdictions across the world. intellectual property issues facing payments and digital commerce clients. Our regulatory team is We know our way around the changing regulatory well-positioned to advise clients on compliance landscape, with our extensive experience in the issues (including PSD2, money transmission, commercial and retail banking industry, and we and data privacy and security). With 69 offices have a special focus on innovation in financial in 34 jurisdictions, we are able to leverage our services, including mobile payments and e-money. international presence to provide seamless We understand how payment systems work advice to clients across the globe, whether and often negotiate the terms of payment and relating to cross-border transactions, entry settlement system contractual frameworks into a new market, or support of existing with system providers on behalf of participants international business. collectively.

2 Finding solutions Payment Systems and Digital Commerce Why Eversheds Sutherland?

Transaction Experience. In a rapidly changing field like payments and digital commerce, mergers, acquisitions and other strategic business relationships play a huge part in many companies’ business strategies. Our Payment Systems and Digital Commerce team is adept at handling acquisition and combination transactions; structuring and negotiating joint ventures and other strategic alliances; and advising on licensing, transfers of technology, outsourcing, and complex processing and services agreements. We also help clients engaged in the development, manufacturing and sale of new technologies and products. Our team can help you with: ––Mergers, acquisitions and other business ––Technology and software licensing, outsourcing, combinations as well as joint ventures and and services agreements related to mobile strategic alliances wallets and other technology-driven payments ––Payment processing agreements, marketing and commerce solutions and referral agreements, and other commercial ––Terms and conditions for financial services agreements products ––Network participation agreements and other ––Merchant acquiring relationships and merchant strategic relationships with card networks and agreements other payment and settlement system providers ––Correspondent and agency banking ––Affinity agreements and co-brand deals arrangements

Regulatory and Compliance. Payments and digital commerce are constantly evolving, and the trend for ongoing and sophisticated regulation seems unlikely to change. Our lawyers are well-versed in the complex fabric of laws, regulations and card network rules affecting the payments and financial services industries, as well as industry practices that affect client operations. Our lawyers can help you navigate regulatory and other compliance matters, including: ––Compliance with US federal banking and ––Framework documentation relating to the payments laws and regulations (including the CREST and TARGET2 settlement systems Bank Secrecy Act, Regulation Z, Regulation E, ––Cash supply and processing under the Bank CARD Act and Prepaid Access Rule) of England’s Note Circulation Scheme Rules ––The EU’s Payment Services Directive 2 (PSD2), ––Application of the UK’s Financial Conduct including payment institution registration and Authority’s (FCA) Banking Conduct regime passporting under the PSD2 and Brexit planning ––The UK’s Payment Systems Regulator’s ––Interchange regulation under the Durbin regulatory regime under the Financial Services Amendment and regulation on multilateral (Banking Reform) Act 2013 and its directions interchange fees in the EU ––The European Economic Area’s E-Money ––Industry rules, standards and guidance such as Directive the card network rules, Bacs, LINK and Faster Payment Scheme rules, CHAPS Scheme rules, ––All legal aspects of the Single Euro Payments the Payments Council’s code of best practice Area (SEPA) initiative on misdirected payments, and NACHA rules ––US federal and state regulation of money ––Data security and privacy issues, including GDPR, transmitters and other money services businesses data compromise events and PCI DSS compliance

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Intellectual Property Savvy. Intellectual property often represents one of the most important areas for a payments or digital commerce business. Our lawyers know the patent landscape in the payments arena, enabling us to spot potential issues before detailed patent searches are run. Our IP lawyers can help you with: ––Patent prosecution and patent portfolio ––Trademark and branding strategies management and portfolio management ––Patent searches and other IP due diligence ––Domain name acquisitions ––Infringement issues unique to payments, ––Web 2.0 policies digital commerce and the Internet Competition Law. With increased regulatory focus on competition in the payments space, our competition lawyers have been working closely with regulators, such as the UK’s Financial Conduct Authority and Payment Systems Regulator. Crucially, we have seconded competition lawyers to the FCA’s new competition department and to the PSR. We also advise on competition and antitrust matters relating to M&A and joint venture transactions. Litigation. When things go wrong, our team of experienced litigators can help you resolve your disputes quickly and effectively, achieving your commercial goals while remaining in control of the process and costs.

Our clients ––Payment processors ––Financial services ––Data networks ––Card issuers and FinTech companies ––Data security providers ––Merchant acquirers ––Financial institutions ––Big data and data ––Money transmitters ––Insurance companies analytics providers ––Prepaid card providers ––Large merchants

Representative deals and experience ––Represented a major global payment processor in ––Represented a major US financial services the formation of a multi-billion-dollar joint venture company in obtaining money transmission with one of the world’s largest financial institutions, licenses in 48 states and ongoing compliance creating the largest US merchant payment card advice related to money transmission. processing company, and subsequent expansion ––Represented a leading payments company in of the joint venture to Canada and the EU. its acquisition of a Silicon Valley point-of-sale ––Represented one of the world’s largest financial payment acceptance technology business. This institutions in creating a multi-year license and technology has become recognized as highly services arrangement with one of the leading innovative and market-leading. payment card networks. Considered one of the ––Represented a global payments company in its most innovative and significant recent transactions acquisition of a loyalty and rewards technology in the payments industry, the platform license solutions business. was designed to give the financial services client greater control and visibility over its business while ––Represented a leading payments company in providing the payment card network assurance its acquisition of a gift card mobile wallet and of compliance with its business rules and policies. e-commerce technology business. ––Represented one of the largest global financial ––Represented one of the largest global retailers institutions in its acquisition of a technology in negotiating a master acceptance agreement platform for mobile payments. This acquisition with a leading payment network. The agreement was a core piece of the client’s technology represented billions of dollars per year in value strategy for its mobile wallet offering. to the client.

4 Finding solutions Payment Systems and Digital Commerce

––Advised a global payments company and a global compliance and thought leadership sessions financial institution in negotiating commercial on the threats and opportunities coming out agreements with a processing and gateway of the new PSD2 regime. company to enable multiple alternative methods ––Represented a leading payment processor in of payment at the point of sale for the clients’ creating a strategic relationship with a leading merchant customers. electronic wallet provider to enable acceptance ––Represented one of the largest US payments at several million US merchant locations. processors in negotiations with China UnionPay ––Represented one of the world’s largest financial for card presentment and online enablement institutions in the initial development of its of UnionPay card acceptance. European commercial card program across ––Represented a US bank on a transaction to 27 jurisdictions. The project involved initial bring a leading Chinese alternative method of development of the program in the UK by putting payment to US merchants. Our representation in place necessary commercial contracts to included advice on structuring and negotiating operate the product, advising on operational an acquiring and processing relationship for the and process issues, and subsequent advisory alternative payment method with a US processor work to passport the bank’s UK license into and sales organization and developing form 26 other jurisdictions and provide regulatory merchant acceptance agreements and ISO advice on relevant mandatory law to provide agreements. the program in those countries. ––Advised a leading payment processor in ––Represented a leading international payment negotiating its agreement with PayPal for processor in relation to obtaining a license to enablement of PayPal as a method of payment offer payment services in the UK. The project at the point of sale for the processor’s large involved providing strategic advice on the best network of merchant clients. model to use to operate the business in the ––Advised one of the largest US payment processors UK, assisting with the drafting of the detailed in the negotiation of a master merchant application documentation to become an processing agreement with a holding company authorized payment institution, and providing of multiple global fashion brands. in-depth tax, payment services, AML and data privacy advice in connection with the set-up ––Represented a leading payment processor in of the UK business. negotiating its agreement with American Express for the rollout of Amex’s OptBlue merchant ––Represented one of the UK’s biggest banks on acquiring program. a payment services project driven by the UK’s Payment Service Regulation to rewrite the ––Advised an aviation fuel and FBO client on the customer-facing documentation for more development of an aviation fuel card program, than 100 corporate banking products, including including negotiating a processing agreement payments products and digital banking products. with a card processor for expansion of the aviation fuel card’s acceptance and negotiating ––Represented a large bank on its project to a white label aviation fuel card program that offer Apple Pay to its retail and corporate the client hosts for another operator of FBOs. customers. The project involved advising on contractual issues, regulatory compliance ––Advised clients on digital currency projects, initial when structuring its new offering and drafting coin offerings and compliance issues related the new customer-facing Apple Pay terms. to digital currency, including advising the Polish Ministry of Digital Affairs on the inclusion of ––Provided patent counseling and worldwide cryptocurrencies in the Polish legal system. patent prosecution services to a leading payment processing service and technology provider to ––Representing a series of banks, issuers and other financial institutions. Our guidance covered patent payment services providers on their implementation portfolio strategies, technology/intellectual projects relating to the European Payment Services property licensing and third-party patent issues. Directive and the changes coming out of PSD2, including building tools to ensure regulatory

5 Finding solutions Payment Systems and Digital Commerce

Representative deals and experience, cont’d Key contacts ––Represented a competition law review of the UK’s wholesale cash market on behalf of the key industry participants. Robert Pile ––Represented a UK clearing bank on its Partner, Atlanta provision of banking services to the UK T: +1 404 853 8487 Government, including the provision of [email protected] accounts and cash pooling facilities to more than 700 government bodies (£75 billion and €300 million). Richard Jones Partner, UK ––Supporting the structural reform activities T: +44 207 919 0746 of two major UK banks in respect of CHAPS, [email protected] CREST, TARGET2, SEPA, CLS & LCH transfer and participation. Tony Anderson ––Represented 10 CREST Settlement Banks Partner, UK collectively on negotiations with Euroclear T: +44 207919 4808 on the amendments required to system- [email protected] and customer-facing documentation arising from the changes to the funding of USD liquidity, including reviewing and negotiating Brian Barrett trust arrangements with the Bank of England Partner, New York and indemnities provided by the Banks to T: +1 212 389 5035 the US Federal Reserve Banks as part of the [email protected] National Settlement Service. ––Represented a UK headquartered global Christopher Chan bank on the extension of its correspondent Partner, Atlanta banking network into Portugal, Austria, T: +1 404 853 8049 Bulgaria, Hungary, Romania, Sweden, Norway [email protected] and Denmark. ––Represented a global bank on the review Juan Díaz Hidalgo of its arrangements for the clearing of hard Partner, Spain and soft currencies with banks in South Korea T: +34 91 429 43 33 Taiwan, Brazil, Chile, Argentina, Lebanon and [email protected] Kazakhstan. Aurelius Freytag Partner, Austria T: +43 1 51620 120 [email protected]

Matthew Gough Partner, UK T: +44 292 047 7943 [email protected]

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Alessandro Greco Charlie Clarence-Smith Partner, Italy Associate, UK T: +39 06 322 5844 T: +44 207 919 4706 [email protected] [email protected]

Jonathan Master Kristin Cleare Partner, UK Associate, Atlanta T: +44 20 7919 0504 T: +1 404 407 5040 [email protected] [email protected]

Peter McCormack Sian Cosgrove Partner, UK Associate, UK T: +44 113 200 4058 T: +44 161 831 8917 [email protected] [email protected]

Brian Murphy Hill Jeffries Partner, Atlanta Associate, Atlanta T: +1 404 853 8178 T: +1 404 853 8137 [email protected] [email protected]

Carola Rathke Aaron Moody Partner, Germany Associate, Atlanta T: +49 40 80 80 94 200 T: +1 404 407 5113 [email protected] [email protected]

Marc Rawls Maria Rivera-Diaz Partner, Atlanta Associate, Atlanta T: +1 404 853 8058 T: +1 404 853 8091 [email protected] [email protected]

Julia Woodward-Carlton Partner, UK T: +44 20 7919 4770 [email protected]

Ruth Fairhurst Senior Associate, UK T: +44 161 831 8240 [email protected]

7 Europe

Austria Finland Germany Latvia Russia United Kingdom Vienna Hämeenlinna Berlin Riga Moscow Belfast Helsinki Düsseldorf Belgium Lithuania St. Petersburg Birmingham Jyväskylä Hamburg Brussels Vilnius Spain Cambridge Tampere Munich Madrid Cardiff Czech Republic Turku Luxembourg Hungary Dublin Prague Luxembourg City Sweden France Budapest Edinburgh Stockholm Estonia Netherlands Ipswich Paris Ireland Tallinn Amsterdam Switzerland Leeds Dublin Rotterdam Berne London Italy Manchester Poland Geneva Milan Newcastle Warsaw Zurich Rome Nottingham Romania Bucharest

US Africa Middle East Asia Pacific

Atlanta South Africa Iraq Saudi Arabia Singapore China Austin Durban Baghdad Riyadh Singapore Beijing Hong Kong Chicago Johannesburg Erbil Brunei Houston United Arab Emirates Shanghai Tunisia Jordan Abu Dhabi Brunei Darussalam New York Tunis Sacramento Amman Dubai San Diego Mauritius Qatar Washington DC Port Louis Doha

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