Fintech at Ag

FINTECH AT AG

Delivering sustainable innovation and disruption Able to draw upon significant experience developing innovative and multidisciplinary approaches to issues in the space. Particular recent experience in handling fintech matters for major international clients in the technology, retail and financial sectors. Addleshaw Goddard’s ‘dynamic, approachable’ practice provides ‘truly outstanding, confident advice overlaid by business acumen’ and has ‘unparalleled industry knowledge’; it ‘puts clients’ interests ahead of everything else.

LEGAL 500

1 DRIVING EXCELLENCE IN DISRUPTION

The AG fintech team comprises multi-specialist AG operates across all fintech segments: experts with first-hand expertise in supporting financial institutions, established fintechs, startups, regulators, public bodies and accelerators to achieve success in the world of innovation, technology and partnership specifically in a fintech based Financial environment. Regulation and Authorisation We are a top rated law firm and advisor in fintech and have stand Support out practices in the provision of regulatory, payments, corporate and transactional advice. We regularly act across the whole of the market and are active participants in the sector (as advisors, mentors, board Payments members and speakers) across the whole of the United Kingdom and Corporate internationally. Our areas of Our own legal mentor and accelerator program, AG Elevate, is a market specialism leading commitment by the firm to support, foster and grow fintechs include: from the smallest to the largest operators. This naturally complements our client portfolio where we act for a significant number of retail and clearing banks, building societies, fund managers and payment service providers. Intellectual IT & Property Outsourcing By combining our client-side experience with our cutting edge regulatory expertise, we are able to bring unique insights into our client’s concerns, challenges and priorities. We are regularly asked to speak and provide guidance on current trends and themes in the world Data of fintech and its relationship with legal, regulatory and contractual Exploitation risks.

2 FINTECH

OVERVIEW CLOUD

BLOCKCHAIN ►►Remittance & FX ROBO ADVICE ►►Smart contracts

REGULATORY INNOVATION ►►PSD2 CHNOLO ►►PSIPs TE G DATA & PRIVACY Y ►►XS2As ►►EBA/RTS/GLS

►►IAISPs

D O

I A

SCA G

►►Security

CHALLENGER/

authentication DIGITAL ONLY providers BANKS ►►Identification

PLATFORMS MOBILE & DIGITAL ►►Marketplaces ►►“GAFA” dominance ►►Crowdfunding ►►Android Pay ►►P2P ►►Apple Pay

3 OUR RECENT DEALS

M&A and Investments

►► Advising Aareal Bank on its investment into BrickVest ►► Advising Bink (fintech), on its collaboration with, and an investment by Barclays ►► Advising NIBC Bank on their investment into Iwoca and OakNorth

Technology

►► Advising FNZ UK Limited on its “fintech” material outsourcing services contracts with various blue-chip financial services clients including HSBC, Aviva, Santander and Old Mutual Wealth (Quilter)

►► Advising a leading global bank on the development of a new strategic digital banking product. Providing advice on all aspects of the project including IT, commercial, regulatory, data and banking

Regulatory

►► Advising on all aspects of open banking; specifically, we have advised account information service providers and payment initiation service providers on their business models and customer journey, authorisation requirements and terms and conditions

AG named 7th ‘Most Innovative’ Law Firm in Europe

4 Fintech Procurement

►► We have been retained by a number of leading financial institutions to review and provide guidance on the specialist aspects of procuring fintech and how best to achieve success in transacting including reviewing procurement due diligence approach and taking into consideration standards of cloud risks in fintech procurement

Payments ►► Advising a major UK Bank on the re-build of its payment capability alongside a major US payment processor and innovative data insights and loyalty fintech ►► Advice on the regulatory requirements relating to prepaid cards linked to a cryptocurrency wallet

Intellectual Property

►► Advising Halotrade, a blockchain ethical trade finance startup, advising them on the disclosure and protection of their core IP in the context of a University of Cambridge multi-industry and academic party research & development agreement

Private Equity ►► Advising an investor on numerous funding rounds in Starling Bank ►► Advising on the acquisition of iCheque by Pollen Street Capital

Looks for the tough questions clients don’t think of.

LEGAL 500

5 FINANCIAL REGULATION AND AUTHORISATION SUPPORT

We offer market leading legal and compliance support to a wide range of players in the financial ►► helping firms structure offerings to take into account services sector, from payments and cards regulatory requirements and to work out what providers to aggregators, banks, lenders and asset permissions they and their partners need managers. We help them navigate the complex world of regulation by: ►► assisting firms through the authorisation process, helping with discussions with the regulators and drafting the documentation and policies they need

►► managing ongoing compliance in firms by assisting to establish governance and risk frameworks - our non-lawyer compliance team can also help boards to manage their compliance risks The speed of response and the quality ►► tailoring our approach so that it is proportionate of advice received are consistently for the firms we deal with, from start-ups to large excellent. multinationals. CHAMBERS UK

6 Our experience includes:

►► drafting a suite of customer product documentation for Providing a new start-up online bank technical expertise ►► drafting terms and conditions for a new entrant aggregator firm

►► assisting a large tech company in discussions with regulators over the establishment of their payment services platform.

7 PAYMENTS

Payments are now a global phenomenon. PayPal, Alipay and fintechs such as Revolut and TransferWise have democratised payments.

Innovation in payments brings greater regulatory scrutiny and Our experience includes: more dynamic and focused transactions and partnerships. As such, payments advisors need to understand the technology, the ►► advising UK banks on the strategic payments initiatives from processes and the regulatory framework. mobile and digital to payment processing

►► advising on international peer to peer payments utilising We have a a mobile payments platform including settlement specialist team arrangements through correspondent banking of regulatory, We are uniquely ►► advising an emerging payments team on a beneficiary data commercial and positioned to support transactional your business in all enrichment and payment management platform including a lawyers to help you aspects of the evolving payment wallet solution. payments industry

Our lawyers have a deep and rigorous understanding of the end to end payments value chain and an unparalleled awareness of the market

8 AG awarded ‘Best Use of Technology’ at the Legal Week British Awards 2018

Global fintech recognition

Global Elite Thought Leader Fiona Ghosh is described by peers as “a very impressive Lawyer who knows her stuff and is respected by clients”. She comes particularly well regarded for her Payment Services expertise.

9 TECHNOLOGY & INFORMATION SERVICES

Our Technology practice regularly advises on ►► advising a large UK financial services provider on the some of the largest and most complex tech investment, development, procurement and management of transactions in financial services. We are also a cloud-based corporate banking platform with a leading UK fintech. adept ourselves at using the best of technology to deliver innovative solutions which are cost- effective, insightful and speedy.

Unlike many other law firms, our experts act both in specialist fintech transactions, where there may be a higher level of risk for the established financial services provider, as well as large Clients appreciate “the outsourcing and procurement technology transactions for depth of expertise and leading banks and payment service providers. We know that the relationship-based there is a distinction between these types of deals and that approach” the firm offers. they each require subtly different approaches and contractual positions. Our experience includes: CHAMBERS UK ►► acting for a major bank in connection with contactless payments and wearable technologies

►► acting for a major international financial services provider on the provision and procurement of a payments hub for fintech access to BACS and CHAPS

►► leading negotiations for a leading UK financial institution on its development and managed operation of a white-label mobile point of sale product

10 DATA EXPLOITATION

Leveraging data to exploit data is vital. At AG, we are Our experience includes: equipped to advise you on a wide range of technology, ►► advising a major bank on the use of geo-location data in the communications and outsourcing related matters, and context of potential mobile wallet solutions we have extensive experience in digital and data- related matters that can help drive success for your ►► acting for WEVE, a JV between the UK’s three largest business. mobile network operators, on the development of a mobile marketing, loyalty and payment platform

►► advising on data protection related aspects of Apple Pay and Samsung Pay by reference to the regulatory obligations of Integrating enhance the Merchant, Issuer and Bank. technological customer developments experience is essential for fintechs: Helena Brown is “incredibly knowledgeable and responsive”.

CHAMBERS UK

improve customer maximise reach sales

11 INTELLECTUAL PROPERTY (IP)

When businesses run off technology platforms, Protecting and managing brand is equally important. it is important to have in place IP programs and This remains challenging as customers rely on websites, online procedures which identify and protect IP rights, customer support channels and social media as engagement including confidential information, as a means of tools. Any misuse of brand or association with poor quality service safeguarding investments made in new products providers needs to be managed proactively. and services. As well as providing advice and support on the above challenges, we are also able to tap into both contentious and non-contentious We can help you build a resilient IP program. Our experience IP specialists. in the IP space can help you build a resilient IP program. For example: Our experience includes: ►► advising a major international insurance and financial services organisation in respect of a joint venture set up to hold and exploit IP rights in a software product

►► acting for one of the largest broking houses, Tradition Financial Patent and “White-label” Services Limited, against Argus Media in a dispute relating to Trademark software licences offerings the use of coal pricing data.

It’s the simplicity of dealing with them - they tend to make everything easy and rather than coming to you with problems they will come to you with a solution, Drafting and giving you their point of view on the legal points but Research and negotiating IP with a commercial spin. heavy outsourcing development agreements agreements CHAMBERS UK

12 CORPORATE

We have an experienced team bringing together Our experience includes: excellence in transaction execution with market- ►► advising Business Growth Fund on its investments in leading sector and regulatory knowledge in payment card manufacturer Thames Card Technology financial services, proven and innovatively ►► advising NIBC on its investments into Ebury, iwoca and delivered on complex transactions. OakNorth

Whilst most law firms have corporate and M&A practices, ►► advising a variety of start-up businesses seeking angel, Addleshaw Goddard has a specialist, highly regarded, FS growth or development capital through various funding Transactions team advising on leading deals in the financial rounds. services sector, from growth and development capital work, to domestic and cross border M&A, joint ventures, capital raisings, restructuring and reorganisations.

Fantastic business acumen and industry knowledge.

LEGAL 500

13 EXPERTISE YOU CAN RELY ON FIONA GHOSH WILLIAM JAMES Head of Fintech Head of Payments

+44 (0)20 7788 5120 +44 (0)20 7880 5771 +44 (0)7841 000026 +44 (0)7831 652807 fiona.ghosh@ william.james@ addleshawgoddard.com addleshawgoddard.com

Fiona specialises in complex commercial, IS, payment and fintech William is a Partner based in the corporate/commercial division. He arrangements. She sits on the Lexis Nexis Consulting Editorial Board specialises in payments and leads the firms’ payments team. William for Commercial Law and the editorial board of the journal, Payments is recognised as a payments specialist in Chambers with clients & Fintech Lawyer. She is listed in Who’s Who Legal (2019) as a Global commenting that he has a “genuine proactive interest in the payments Thought Leader in Fintech Law, Innovate Finance’s Women in FinTech space”. He has advised on some of the most significant payment Powerlist 2018 for Professional and Financial Services and as a leading transactions and innovations in the UK over the last ten years and Commercial and Payments & Fintech lawyer in both Chambers & regularly works for banks, technology companies and payments Partners and Legal 500 (2019). Fiona heads AG’s FinTech Group, acting processors on a wide variety of corporate and commercial transactions for financial institutions and fintechs. including mergers and acquisitions (M&A), partnerships, joint ventures and commercial arrangements. Fiona is a leader in her field on advice relating to strategic alliances and joint ventures. Her expertise also includes outsourcing and other His experience includes the joint venturing and disposal of HSBC’s complex commercial arrangements. She leads in strategic advisory payment processing business to Global Payments. He has advised work, multi-jurisdictional business process outsourcing (back and two high-street banks on their payment processing arrangements and middle office) platform integration and global administration services for ongoing relationship with their processors. He has spent time in-house multinational corporations, banks, asset managers and global insurers. with a major UK card issuer and was involved in the first implementation of a mobile payment device in the UK. More recently he has assisted on She specialises in advising in the field of payment services including the legal implementation of digital mobile payments for a major UK bank digital and mobile payment solutions, payment aggregation and with various technology and payment network providers. merchant acquiry and is a regular speaker at international conference events on Commercial, FinTech and Payments law. He has significant expertise in the card affinity space and has advised in relation to various card affinity and loyalty schemes for banks working with large UK retailers.

Exceptional first-class all around. Creative, solutions-oriented payments practitioner.

THE LEGAL 500 CHAMBERS AND PARTNERS

14 AMANDA HULME HELENA BROWN Head of Financial Regulation Head of Data Protection

+44 (0)20 7880 5853 +44 (0)13 1222 9544 +44 (0)7921 404515 +44 (0)7407 735118 amanda.hulme@ helena.brown@ addleshawgoddard.com addleshawgoddard.com

Amanda is rated as one of only two “star individuals” in the UK for Helena is an accredited data protection practitioner and has extensive consumer finance in the guide to the legal profession, as well as experience advising and delivering training to clients in banking and having a leading regulatory practice in consumer credit regulation finance, public sector, media, healthcare, sports and charities sector and payment services, and provides regulatory advice to a significant on a full spectrum of data protection matters, including audit and policy number of financial services clients including all the UK clearing banks. implementation, international data transfers, PIAs, security reviews, She advises a wide range of clients on regulatory compliance with the contractual reviews, consent and database augmentation, subject Consumer Credit Act, Financial Services Authority regulation for banks access and defending Information Commissioner Complaints and and mortgage lenders, the Payment Services Directive and consumer investigations. protection. She also has extensive experience supporting due diligence on mergers and acquisitions and securitisation transactions. She now Helena is also an experienced technology and IP lawyer and heads up the Financial Regulation Team and is Head of Brexit for the specialises in technology procurement and outsourcing, complex firm. commercial contracts and intellectual property protection and exploitation, including database rights in the context of data protection. She is an elected member of the Law Society of Scotland’s technology committee, currently leading their guidance on cybersecurity. She is also a member of Scottish Financial Enterprise, the Society for Computers and Law and the Scottish Charities Finance Group.

One of the country’s leading experts in consumer credit Incredibly knowledgeable and responsive. and regulation. CHAMBERS AND PARTNERS CHAMBERS AND PARTNERS

15 ELVAN HUSSEIN CLARE HUGHES Partner, FS Transactions Partner, Financial Regulation

+44 (0)20 7160 3431 +44 (0)20 7160 3989 +44 (0)7795 961285 +44 (0)7731 009202 elvan.hussein@ clare.hughes@ addleshawgoddard.com addleshawgoddard.com

Elvan has experience advising on a broad range of corporate Clare specialises in consumer finance and retail banking. She works transactions in the fintech sector including domestic and cross-border with a wide range of clients across all sectors of the retail finance M&A transactions, investments, fundraisings, joint ventures and industry including retail banks, credit card issuers, alternative finance shareholder arrangements. Clients that Elvan has advised include providers, asset finance lenders and brokers. She also works with banks, clearing houses and fintechs. clients in relation to the implementation of and compliance with payment services regulation. Clare’s work with clients in these areas covers new product development, drafting customer facing documentation, distribution channels, post origination servicing as well as transactional support. Clare has extensive experience of advising clients in redress and remediation projects in the consumer finance space across running account and fixed sum lending products.

She has strong experience and knowledge across the Brilliant and our first go-to lawyer. fintech sector and provides strategic, commercial and CHAMBERS & PARTNERS pragmatic advice which is tailored to the specific needs and pressures of our fast-moving, constantly changing business.

RICHARD EVETTS, COO, BINK

16 DAVID ANDERSON ANDREW M. YANG Partner, Corporate Partner, Corporate Finance

+44 (0)13 1222 9808 +852 2253 3051 +44 (0)7436 808144 +852 9261 3789 david.anderson@ [email protected] addleshawgoddard.com

David is a corporate and commercial lawyer based in the firm’s Andrew is a partner in our Hong Kong office. He is qualified in New York Edinburgh office. and Hong Kong and has been practising in Asia since 2003. Before joining Addleshaw Goddard, he was a partner in the Hong Kong office David advises on transactional corporate matters, business process of a global law firm. and IT outsourcing arrangements and software/technology and IP exploitation. He has a particular focus on private equity, venture Andrew has extensive experience working with small to medium capital work and in working with entrepreneurs seeking to exploit enterprises, listed companies, venture/growth funds and other financial new technologies. David leads the digital sector group in Scotland institutions primarily located in Indonesia, Singapore, Hong Kong, and is a notary public internationally registered with the Foreign and China and Mongolia. He primarily handles corporate finance matters Commonwealth Office. ranging from venture capital/private equity, M&A, joint ventures, capital markets, bank finance and fund formation for a wide range of investors, David is recognised as a leading individual in The Legal 500 under the companies and financial institutions. His capital markets expertise IT & Telecoms category and noted as particularly active in the digital covers equity, equity-linked and debt (with a speciality in high-yield). In and fintech sectors in relation to corporate transactions. 2014, Andrew was named the “high-yield rising star” by the IFLR. Andrew is active in the start-up community in Hong Kong and SE Asia. He works closely with a number of incubators and venture capitalists advising early stage companies primarily in the technology industry.

David provides flexible advice and support in the A prominent figure in the start-up community in timescale required. He is easy to deal with and Hong Kong and Southeast Asia. understands our business, its technology and how to LEGAL 500 protect it.

MARTIN BRUCE, HEAD OF LEGAL, FNZ

17 addleshawgoddard.com

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