Practice Overview
Fintech and Financial Innovation About Fintech Mayer Brown brings together an integrated multipractice team to support clients with transactions, disputes and regulatory matters that involve the use of new technologies to deliver financial services in new ways.
Table of Contents Case Studies Digital Thought Leadership Representative Matters • Lending/Marketplace • Blockchain/Cryptocurrencies • Regtech • Personal Finance/ Financial Management/ Wealth Tech • Payments/Billing/Money Transfer • Capital Markets Tech • Insurtech • Mortgage Tech Accolades Service Areas
Cybersecurity, data Product design, protection, data privacy, regulatory approvals and and data breach response ongoing regulatory advice and remediation related to fintech products and platforms Investment vehicle and product structuring and Investments, licensing fund formation arrangements, (public and private) collaborations and acquisitions of fintech Intellectual products and platforms property protection Software development, Digital services, licensing and integration outsourcing and critical third-party service- Portfolio acquisitions, provider relationships servicing, financing, securitization and Anti-money laundering divestitures (AML) and sanctions compliance Commercial, consumer and regulatory litigation and dispute resolution
MAYER BROWN | 1 CASE STUDY National Bank of Canada (NBC) Tests Blockchain Technology with NBC Debt Issuance in the US Financial Markets
FINTECH SERVICE Mayer Brown advised National blockchain debt issuance AREA Bank of Canada in the issuance of application is designed to BLOCKCHAIN a $150m, one-year floating-rate incorporate functions across the Yankee certificate of deposit, with entire debt instrument transaction GEOGRAPHIES a parallel simulation of the lifecycle, including origination, AND issuance using blockchain distribution, execution, settlement, GOVERNMENT technology. The blockchain test interest rate payments and AGENCIES involved the parties mirroring the maturity repayments. This unique INVOLVED execution of the actual transaction collaboration between leading UNITED STATES through a debt issuance market participants is an important application developed by J.P. milestone in progressing CANADA Morgan that runs on Quorum, an blockchain technology toward real open-sourced variant of the financial markets applications. Ethereum blockchain, specifically designed to meet the needs of financial markets participants. The
2 | Fintech CASE STUDY HSBC - “Know Your Client” Software Solution
FINTECH SERVICE In recent years, regulators have potential clients. The technology AREAS imposed multibillion-dollar fines was created for and is owned by ARTIFICIAL on lenders related to “Know Your HSBC and will be developed and INTELLIGENCE (AI), Client” (KYC) compliance. This marketed to banks and other MACHINE LEARNING has resulted in banks investing financial services companies (ML) AND ROBOTIC more resources in their KYC through a joint venture with an PROCESS compliance systems. outsourcing company, EXL. AUTOMATION (RPA) Mayer Brown advised HSBC on Mayer Brown advised HSBC on a the terms of the collaboration project to sell and monetize a GEOGRAPHIES agreement with EXL to develop KYC software solution. The AND and bring the tool to market and GOVERNMENT solution combines robotic to document the share of AGENCY process automation and machine revenues earned by HSBC based INVOLVED learning technologies to on the uptake and success of the significantly reduce the time it UNITED KINGDOM technology. takes to verify the identity of
MAYER BROWN | 3 CASE STUDY Wesurance Delivers First Mobile Platform for Insurance and Claims
FINTECH SERVICE Mayer Brown facilitated the photo of their HKID card followed AREAS cooperation between Hong by a “selfie” to accurately verify ARTIFICIAL Kong-based insurtech startup identity. This is the first insurance INTELLIGENCE (AI), Wesurance Limited and Allied application featuring AI and eKYC ELECTRONIC KNOW- World Assurance Company for capabilities in Hong Kong. We YOUR-CUSTOMER selling travel insurance products advised Wesurance on insurance TECHNOLOGY (EKYC through a mobile application. law and regulations and the TECHNOLOGY), Wesurance incorporates eKYC and registration of an insurance agency INSURTECH facial recognition technology for license. We also advised on its faster and easier user verification, application flow, personal data and GEOGRAPHIES which is powered by TransUnion’s IP issues. AND IDVision solution. Users can take a GOVERNMENT AGENCY INVOLVED
HONG KONG
INSURANCE AUTHORITY
4 | Fintech CASE STUDY HSBC Launches MyDeal, an App for Bankers on Investor Roadshows
FINTECH SERVICE Mayer Brown represented HSBC in Mayer Brown advised HSBC on the AREAS its negotiations on the design and terms under which IHS Markit CAPITAL MARKETS development agreement with IHS developed the fintech solution and TECH Markit to create MyDeal, a digital transferred the intellectual technology app and underlying property to HSBC. MyDeal GEOGRAPHIES platform that enables the bank’s provides HSBC bankers with real AND employees and clients to access time access to deal data and is GOVERNMENT transactional, logistical and other expected to simplify the capital AGENCY updates relating to investor raising process. INVOLVED roadshows during the capital UNITED KINGDOM market fundraising process.
MAYER BROWN | 5 CASE STUDY Spokeo: Mayer Brown Prevails in Blockbuster Technology Dispute
FINTECH SERVICE Mayer Brown represented agreed, holding (6-2) in May 2016 AREAS Spokeo, a “people-search that an injury must be “concrete”— LENDING/ engine” that aggregates and that is, “real” and not “abstract.” MARKETPLACE displays publicly available The impact was profound both in information about individuals, in a Silicon Valley and beyond. For PERSONAL FINANCE blockbuster technology dispute. Spokeo, the plaintiffs alleged that The plaintiff sued under the Fair ARTIFICIAL every person about whom a Credit Reporting Act (FCRA), INTELLIGENCE search would yield incorrect relying on Ninth Circuit authority information called for a $1,000 that allowed such lawsuits to GEOGRAPHIES penalty—and Spokeo has tens of AND proceed on the basis of a claimed thousands of searches a day, with GOVERNMENT technical legal violation, even if a potential exposure in the billions. AGENCY plaintiff suffered no actual harm. Enforcing FCRA’s technicalities INVOLVED Beginning in the district court, here might have risked facing Mayer Brown developed a UNITED STATES annihilating damages, even strategy to convince the Supreme SUPREME COURT though the plaintiff suffered no Court that such “no-harm” class genuine harm. Mayer Brown’s CFPB actions violate Article III of the advocacy of the “no-harm” theory FTC Constitution, building new produced a ruling that gives arguments that succeeded where companies facing class actions a others had failed. The justices potent weapon.
6 | Fintech CASE STUDY Development of the Faster Payment System (FPS) in Hong Kong
FINTECH SERVICE Mayer Brown represented The number or email address as AREAS Hong Kong Association of Banks account proxy for the payee. It PAYMENTS/BILLING/ (HKAB) in relation to the supports both Hong Kong dollar MONEY TRANSFER development of the Faster and renminbi payments. It also Payment System (FPS) led by the supports the use of QR codes, GEOGRAPHIES AND Hong Kong Monetary Authority allowing merchants, especially GOVERNMENT (HKMA). Our work on behalf of small and medium-sized AGENCY INVOLVED HKAB included preparing the enterprises (SMEs), to use a single HONG KONG template services terms and QR code to accept different conditions for member banks’ payment schemes, instead of HONG KONG reference with respect to the having to display multiple QR MONETARY AUTHORITY provision of related services codes to their customers. All in all, (HKMA) provided by banks to clients. the FPS enables the public to transfer funds any time, anywhere The FPS addresses the increasing and across different banks or SVFs market need for more efficient with funds available almost retail payment services. The FPS immediately. The FPS is expected operates 24 hours a day, 7 days a not only to bring new week, and connects banks and opportunities to the retail payment stored value facility (SVF) industry, but also to promote operators on the same platform. It innovation in financial technology enables their customers to make and provide the public with a novel cross-bank/SVF payments easily, and much more convenient with the use of a mobile phone payment experience.
MAYER BROWN | 7 GET A COPY OF THE BOOK GET A COPY OF THE BOOK
Legal Perspectives for Thriving in an Age of Technology & Innovation Digital Transformation
Legal Perspectives for Thriving in an Age of Technology & Innovation Digital Transformation Insights from Mayer Brown's Technology Transactions Practice Insights from Mayer Brown’s Technology Transactions Practice
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8 | Fintech VIEW THOUGHT LEADERSHIP FROM MAYER BROWN’S ARTIFICIAL INTELLIGENCE VIEW REPORT/LEGAL UPDATE HERE & FINANCIAL SERVICES SYMPOSIUM
If Only: US Treasury Department Artificial Intelligence & Report Creates a Wish Tree of Financial Services Financial Reform for Fintech
September 4, 2018
If Only: US Treasury Department Report Creates a Wish Tree of Financial Reform for Fintech
with the core principles set forth in the Introduction Executive Order. While some of the Regardless of whether its recommendations recommendations require action by federal are achievable in whole or in part or merely regulators, others require changes to federal aspirational, the US Department of Treasury’s or state laws and most require public funds. (“Treasury”) report issued on July 30, 2018—A This fourth report explores the regulatory Financial System That Creates Economic landscape for nonbank financial companies Opportunities: Nonbank Financials, Fintech with traditional “brick and mortar” footprints and Innovation (“Report”)—is an ambitious, not covered in other reports as well as newer well-thought-out, comprehensive business models employed by technology- compendium of proposals to foster based firms (“fintech”). As part of the Report, innovation in our financial system. Treasury Treasury explores the implications of deserves kudos for organizing and analyzing a digitalization and its impact on access to disparate set of potential reforms to help clients and their data. The Report includes synchronize old laws with new ways to limited treatment of blockchain and conduct business. The question is whether distributed ledger technologies as these this laudable blue-print for reform can serve technologies are being explored separately in as the impetus for real change given our an interagency effort led by a working group current state of affairs. of the Financial Stability Oversight Council The Report is the fourth report issued by (“FSOC”). Treasury’s preparation of the Report Treasury in response to President Trump’s included discussions with entities focused on February 2017 Executive Order No. 13772 data aggregation, nonbank credit lending and (“Executive Order”) setting forth certain core servicing, payments networks, financial principles for the US financial system. The technology, and innovation. It also consulted three prior reports generally identified laws, with trade groups, financial services firms, treaties, regulations and other government federal and state regulators, consumer and policies that promote or inhibit federal other advocacy groups, academics, experts, regulation of the US financial system and investors, investment strategists and others included recommended changes consistent with relevant knowledge, and it reviewed a
VIEW WEBINAR HERE VIEW ADDITIONAL MAYER BROWN FINTECH PERSPECTIVES, LEGAL UPDATES AND THOUGHT LEADERSHIP How Robotic Process Automation and Artificial Intelligence Are Changing Outsourcing in the Consumer Financial Services Industry VIEW ADDITIONAL MAYER BROWN FINTECH EVENTS
MAYER BROWN | 9 Representative Matters
LENDING/MARKETPLACE Advising a global bank on an agreement with a fintech company to white-label and operate its Acted as counsel to LendingClub, a pioneer in lending platform on behalf of the bank and the peer-to-peer lending market, as sponsor, its customers. seller and servicer in a $301.72 million consumer loan ABS transaction involving the Advised HSBC Bank USA, N.A. in negotiating issuance by Consumer Loan Underlying Bond a loan origination services agreement with (CLUB) Credit Trust 2018- NP1 of three tranches Avant, LLC, a leading online marketplace of asset-backed notes, with Citigroup Global lending company, including customization and Markets Inc., J.P. Morgan Securities LLC and implementation of a white-labeled version of BNP Paribas Securities Corp. acting as initial Avant’s Amount lending platform for HSBC. purchasers. HSBC expects to lend amounts of up to $30,000 with loan terms of up to five years via the Advised a bank on the development of its customized digital lending platform, which is online personal loan and credit card program, scheduled to launch in the first half of 2019. including on federal and state regulatory requirements, and assisted with drafting Represented a leading global financial agreements and forms. institution in transforming its information technology service delivery through Advised a global bank on a loan origination agreements with three leading suppliers of and servicing agreement with an online fintech technology and outsourcing services. lender. Represented a major financial institution as Advised a start-up marketplace lender in underwriter’s counsel in a 144A offering of connection with its licensing, loan origination, asset-backed securities backed by loans servicing and loan sales and drafted consumer acquired by hedge fund Prosper Marketplace. and program agreement. Represented a major fund as investor in Advised and represented multiple banks with connection with a $300 million student loan respect to preemption issues arising from securitization sponsored by SoFi Lending Corp. efforts by state regulators to impose state law requirements on national banks. Represented a major leading consumer finance company in separate small business loan joint Advised several banks and bank holding ventures with On Deck Capital and Kabbage. companies in connection with their investment in fintech companies, including on permissible Represented the underwriters led by authority for such investment and any reporting Bradesco BBI, Citigroup, Morgan Stanley, obligations arising from the investment. BB Investimentos and Nomura on a US$208 million offering of preferred shares by Banco Advised several consumer financial services and Inter S.A. Banco Inter is a digital bank and technology companies evaluating the OCC’s one of the leaders in the modernization of special purpose charter for fintech companies, the Brazilian banking industry. The preferred including on the application requirements, shares are listed in Brazil on the São Paulo examination and supervision framework and the Stock Exchange and were offered in Brazil activities permitted by the charter.
1010 Fintech| Fintech and Financial Innovation and sold offshore with the offshore offering these innovations, Mayer Brown collaborates done pursuant to Rule 144A/Regulation S. closely with data analysts to identify any Banco Inter S.A. is the first fintech to be potential statistical disparities resulting from listed in Brazil. the use of alternative data and modelling. Mayer Brown also assists clients with Advised Tungsten Bank in relation to engaging with government agencies about developing its platform-based receivables emerging innovations to seek clarity on areas purchase product and terms. of regulatory uncertainty and help shape Advised Clear Funding in relation to developing policy development. its platform-based non-recourse receivables Represented a global financial institutionin purchase product and terms with finance nine putative multi-state class actions pending provided by a fund. in federal courts relating to the purported Advised Previse in relation to developing its facilitation of ACH transactions on behalf of platform-based early payment product and payday lenders and alleging RICO, violations terms with financing provided by financial of various states’ unfair trade practices acts, institutions and securitization vehicles. and unjust enrichment. Obtained dismissals in all cases. Advised MonetaFlex in relation to developing its trade receivables auction platform. Advised a banking technology service provider that provides outsourcing services to Advised HSBC on the creation of a utility banks in Singapore and Hong Kong, on the solution to calculate and agree collateral for requirements under Hong Kong law for the uncleared OTC derivatives. Our work included offshoring of IT infrastructure and banking data advising on the service requirements, fees and by banks that operate in Hong Kong. service levels (including levels of accuracy, compliance with the BCBS-IOSC and other Advised an American full-service bank with a regulatory requirements and guidance). major core banking transformation for its core retail and commercial banking systems, Advised HSBC on the creation of a utility to including negotiation of evaluation, manage collateral margining functions to be development, licensing and implementation outsourced by the participating banks. agreements opposite a system integrator, and Represented several online lenders with the software and system provider. This evaluating the potential fair lending risks transaction incorporates all aspects of fintech associated with underwriting consumer and work, including technology development and small business credit using alternative data licensing, cloud, data regulation, financial and underwriting methodologies. In addition regulatory work, anti-money laundering to advising on how the relevant statutory, regulation, and cybersecurity. regulatory and judicial precedent apply to
MAYER BROWN | 11 Advised a major credit card bank and issuer Represented a fintech policy development regarding the use of AI tools and platform organization in analyzing the fair lending and services. credit reporting issues related to the use of alternative data in underwriting consumer credit. Advised a major auto lending and finance company regarding an “open” platform using Represented a bank holding company in the proprietary technology for auto-loan structuring of a first-of-its-kind multi-lender pre-qualification. technology platform offering. The platform will reduce delays and increase customer satisfaction Advised a US branch of a major Israeli bank in by enabling, through online and physical connection with the renegotiation, expansion channels, real-time pre-qualification and and extension of its outsourcing arrangement on-the-fly structuring of financing products from with FIS. participating lenders. The work Mayer Brown Represented a large North Carolina handled includes: (i) advising on the preparation community bank in connection with the and negotiation of terms for lenders and other renegotiation, expansion and extension of its associated third parties wishing to participate in outsourcing arrangement with Fiserv. the platform; (ii) advising on compliance with federal and state legal requirements, most of Advised a financial technology company who which never contemplated a platform like this provides loans and credit cards in connection one; and (iii) analyzing the complex federal with the resolution of various financial, preemption issues arising from the mix of operational issues and performance disputes. federally chartered and state-charted banks on Advised credit card issuers and marketplace the platform. lenders on a wide variety of issues arising (including fair lending, UDAAP, regulator BLOCKCHAIN/ relations and compliance with customer adverse CRYPTOCURRENCIES action notice requirements) from the use of Advising a blockchain technology company alternative data in underwriting, dynamic on regulations and restrictions applicable to underwriting standards and “smart” cryptocurrency mining/pool businesses in underwriting engines that adjust underwriting Hong Kong. and pricing standards in real time to reflect correlations observed between portfolio Advised an international bookmaker and performance and other data. online betting platform on the potential structuring and restrictions of an Initial Coin Assisted consumer and small business lenders Offering in Hong Kong. with the development of fair lending testing programs, including the design of testing models and interpretation of model results.
12 | Fintech Advised a major investment bank on obligations in Singapore, first for payments in investments in companies with significant the domestic market, then for crossborder cryptocurrency operations, including payments and cross-border securities. performing comprehensive regulatory reviews Represented several companies in connection of these companies in connection with the with initial coin offerings (ICOs). This included investment transactions. providing clients with advice on how to structure Advised a major payment gateway and the offering to comply with regulatory processor on regulatory and contractual issues requirements under securities laws, New York in connection with the structuring of a suite of BitLicense regulations and money services payment solutions for “contextual commerce” business laws, as well as preparing the transactions, including on issues related to the offering documents. tokenization of payment credentials and the Represented the venture capital arm of a sharing of tokens. worldwide professional services company in Represented a global bank on the terms of its various investments, including in: participation in a consortium project to create • A blockchain and ledger services business, blockchain-based smart contracts that banks • A cloud platform performance analytics can use to automate the creation, exchange business, and execution of purchase contracts and letters of credit used in trade finance. • A load testing and performance monitoring solutions business, Represented a Tier 1 global bank on the • A retail merchandising analytics solution terms under which it entered into the R3-led business and Distributed Ledger Group (i.e., the • An omnichannel personalization platform blockchain consortium to develop DLT- business related technologies, consisting of R3 and 40 other banks). Advised a blockchain platform on financial regulatory obligations in the United States, Represented an international bank on United Kingdom, France and Hong Kong, entering into a consortium agreement to including licensing processes in Europe. develop a central bank digital currency working prototype using a cryptocurrency version of Advised a public benefit corporation (PBC) the Hong Kong dollar to be deployed in Hong providing services to issuers and investors in Kong by the HKMA and the three currency security tokens as corporate and securities issuing banks in Hong Kong for interbank counsel in connection with what we believe was payments/securities settlement with provision the first-ever security token offering completed to wholesale customers. via Regulation CF. We also represented the client in connection with a number of Represented an international bank on the Regulation D offerings of tokens and in the terms of its participation in a consortium preparation of a Regulation A+ offering. project to design and create a prototype DLT payment system based on a cryptocurrency version of the Singapore dollar for inter-bank
MAYER BROWN | 13 Advised an international financial association Represented Everest Re on its joint venture on blockchain and smart contract legal and with Salus Systems, LLC, formed to develop and regulatory challenges related to definitions and market Zero, a collaborative risk management master agreements execution. platform.
Represented a fintech platformoperating on Represented Thomson Reuters in the a distributed ledger technology before financial acquisition of the governance, risk and regulators in the United States and Europe. compliance e-learning business of Singapore- based Knowledge Platform Pte. Ltd., a leading Advised HSBC on the development and provider of compliance assessment and evaluation of a prototype to combine an asset regulatory implementation learning programs registry and AML analytics, incentivize new within financial services. receivable financing opportunities and make trade safer through the use of AML analytics on Represented a major global fintechoperator a distributed ledger. and software company regarding digital automation of anti-money laundering (AML) REGTECH obligations and know-your-customer identification rules globally. Represented an international bank on the terms of its participation in a consortium project to Advised HSBC on a project to sell and build and evaluate a DLT prototype that will, by monetize a “Know-Your-Customer” (KYC) combining an asset registry and AML analytics, solution created for and owned by HSBC to be incentivize new receivable financing developed and marketed to banks and other opportunities and make trade safer through the financial services companies through a joint use of AML analytics on a distributed ledger. venture established by the bank and outsourcing company EXL. The firm advised on Represented a consortium of four major the terms of the collaboration agreement to banks in a cutting-edge transaction involving develop and bring the tool to market and to the outsourcing of global Know-Your-Customer document the share of revenues earned by (KYC) functions to a newly formed industry HSBC based on the uptake and success of the utility. technology with other banks. Represented a global banking giant on a number of high-profile outsourcing projects, PERSONAL FINANCE/ FINANCIAL including the global outsourcing of its MANAGEMENT/ WEALTH TECH Know-Your-Customer (KYC) and Know-Your- Vendor (KYV) functions, along with its Advised a US banking company in the participation in emerging industry utilities. negotiation of a cloud-based HRO software license agreement and associated software Represented a government-sponsored entity customization and implementation agreement. in the outsourcing of application testing and software configuration management services in a multivendor environment.
14 | Fintech Represented Tesch Group in the acquisition of of integrated wealth management technology mediafinanz AG, a provider of online-based solutions, from Actua USA Corporation. debt collection solutions, from three investment Represented Envestnet in its $660 million companies held by the founding shareholders. acquisition of Yodlee, Inc., a leading Secured a victory for Spokeo in a US Supreme technology and applications platform providing Court landmark decision addressing when a cloud-based financial services. plaintiff has standing to sue in federal court for Represented Envestnet in its acquisition of alleged violations of a federal statute. The Oltis Software, LLC, a provider of financial plaintiff had filed a class action against planning and wealth management software people-search website Spokeo, asserting that solutions for financial services institutions and he had standing to sue for alleged violations of independent advisors. the federal Fair Credit Reporting Act, despite the fact that he could not point to any actual Represented a global financial institutionand injury other than the alleged technical violation a regional bank in overdraft fee proceedings of the statute. proposing nationwide class in federal court in Florida related to the re-ordering of checking Represented a leading quantitative account transactions based on sequencing set investment manager related to computer for a nightly batch process. code errors in quantitative investment management models used to manage over Represented Northern Trust in its investment $100 billion in assets. Conducted internal in Parilux Investment Technology LLC, a investigation and represented the client before provider of institutional asset management regulators across the globe (including the US software solutions. Securities and Exchange Commission (SEC), Represented Accenture in the acquisition of the Department of Labor, the UK Financial TargetSt8 Consulting LLC, a privately held Services Authority (FSA), and regulators from financial services consulting firm specializing in Singapore and Japan). digital and technology integration experience. Represented a US investment advisory company in renegotiating the arrangement for PAYMENTS/BILLING/MONEY outsourcing its securities processing operations. TRANSFER Advised a property developer and property Represented an investment management firm manager on the regulations concerning stored regarding investigation and remediation of value facilities in Hong Kong. multiple errors in quantitative models used for investment management purposes. Advised various clients, including a global luxury brand, in relation to payment services agreements. Represented Envestnet in its $195 million acquisition of FolioDynamix, a leading provider
MAYER BROWN | 15 Acted for a financial institution in relation to the Advised two prepaid account providers in drafting of merchant agreements for the use of connection with discussions with the US CFPB chatbots by a customer to settle payments for on amendments to the agency’s prepaid goods or services purchased from a merchant. account rule. These discussions were integral to the CFPB’s subsequent decision to amend Performed a comprehensive review of a major the rule to address both clients’ concerns. telecommunications company’s third-party payment arrangements and contracts and Acted as US regulatory counsel for a payment provided advice on the application of various laws gateway and processor in connection with a to these arrangements, including state and global arrangement to provide a suite of federal money services business laws and various integrated payment services to a provider of US CFPB regulations. online travel and hospitality reservations through a variety of platforms, including one of Represented JPMorgan Chase in the formation the most prominent online travel reservation of a joint venture, clearXchange LLC, with Wells websites in the world. Fargo & Company and Bank of America Corporation. clearXchange operates a service Advised a global bank on the outsourcing and that facilitates online person-to-person regulatory authorization for the launch of its payments among customers of member banks. mobile e-wallet payment platform.
Provided regulatory, policy and transaction Represented International Finance advice to one of the world’s largest financial Corporation, the private equity arm of the services companies in connection with an World Bank Group, in its investment in initiative to provide electronic payment DineroMail, Inc., a leading Internet payment services to the cannabis industry (including solution in Latin America. electronic point-of-sale systems for Represented several banks in connection with consumers, electronic payroll processing their entry into the Zelle P2P payment system services and business-to-business payment and provided a major national bank (already a systems) operating in those states that had longtime Zelle member) with advice on liberalized their cannabis regulations. regulatory and contractual issues in Advised several payment gateways and connection with the implementation of a new processors for online marketplaces—and one offering through the Zelle network. operator of an online marketplace and Represented American Express Company in related online commerce platforms—on the sale of its prepaid reloadable and gift card various regulatory and contractual issues in the products business in the United States to United States and the European Union, InComm, Inc., and in Amex’s appointment of including with respect to the integration of InComm as its program manager, issuer various financing products for merchants into processor and exclusive distributor for its the payment systems. reloadable and gift card products.
16 | Fintech Represented HSBC in relation to the HK$44 industry backed open messaging network for million launch of their new mobile e-wallet private banks and wealth management firms to payment platform, PayMe, on matters relating access issuers of structured products. to outsourcing and regulatory authorization. In Represented Northern Trust in the negotiation addition to the drafting and negotiation of of an exclusive partnership with BEx LLC, a documents, including the outsourcing leading provider of software solutions in the agreement between HSBC and its service financial technology sector, to develop provider for the operation and maintenance of innovative foreign exchange (FX) solutions. the e-wallet, the end user terms and conditions and personal data collection statement and Represented a US investment advisory privacy policy, we also advised and assisted company in renegotiating the arrangement for HSBC with the application to the HKMA for the outsourcing its securities processing operations. stored value facility license. Advised a consortium of 12 global banks on Advised HSBC on the development of a Central the creation of a utility to standardize and Bank Digital Currency (CBDC) working commoditize messaging services used in the prototype using digital Hong Kong dollars to trading of corporate bonds. be rolled out in Hong Kong by the HKMA and major fintech company the three currency issuing banks in Hong Kong Represented a in for interbank payments/securities settlement establishing its whole loan sale platform (and with provision to wholesale customers. continued representation on that platform) and subservicing arrangements, provided tax and Advised HSBC on the design and creation of a regulatory advice. prototype payment system for interbank dvised HSBC on a development and licensing obligations in Singapore—first for payments in A agreement with IHS Markit to develop MyDeal, a the domestic market, then for cross-border technology platform that enables the bank’s payments and securities. employees and clients to access transactional, Advised a global e-commerce company with logistical and other updates relating to investor a payments platform and finance product on roadshows during the capital market fundraising the scope and application of US economic process. The firm advised on the terms under sanctions laws to company’s activities in the which IHS could create the solution and transfer United States and abroad. the intellectual property to HSBC.
Represented Frank Russell Company in a $60 CAPITAL MARKETS TECH million trade secret claim involving alleged trade Advised Contineo on all contractual aspects secret misappropriation in connection with concerning the launch of Contineo’s new Russell’s creation of a volatility-based stock messaging platform, which is the first financial index.
MAYER BROWN | 17 Represented Sword Group and its subsidiary the client with regulatory compliance and Sword Soft Limited in the sale of APAK Group licensing issues related to its products and Limited, a leading provider of asset finance distribution through various channels (including software, to Sopra Banking Software Limited. online and telemarketing).
Advised Everest Re on its strategic agreement INSURTECH with Hudson Structured Capital Management Advised financial service and technology that aims to foster close collaboration across companies regarding their collection and several different areas of activity in the subsequent use of “big data” for analytics reinsurance sector, and on the launch of a new and marketing. insurtech-focused investment fund.
Facilitated the cooperation between Hong Advised a life insurer client on various Kong-based insurtech start-up Wesurance proposed data mining strategies and its Limited and Allied World Assurance Company establishment of a “data lake” through a cloud for selling travel insurance products through a storage platform. mobile application. Wesurance incorporates eKYC Represented AllLife, the South African-based and facial recognition technology for faster and insurtech company, on its agreement with UK easier user verification powered by TransUnion’s mutual life, pensions and investments company IDVision solution. Users can take a photo of their Royal London to launch pioneering life insurance HKID card followed by a “selfie” to accurately cover for people with diabetes in the United verify identity. This is the first insurance Kingdom. application featuring AI and eKYC capabilities in Hong Kong. We advised Wesurance on insurance Served as global insurance regulatory counsel law and regulations and the registration of an for a technology company operating in the insurance agency license. We also advised on its sharing economy. application flow, personal data and IP issues. Represented CNO Financial Group in the Advised a major US property and casualty acquisition of Web Benefits Design Corporation, a insurer in creating a 50-state user guide for benefits administration firm with a proprietary conducting insurance business over the Internet, technology platform for employer benefit covering all aspects of the insurance business programs. relationship from advertising to policy issuance Advised LiquidX, Inc., the operator of a leading to claims payment. electronic trade credit and working capital finance Acted for a life and health insurer in marketplace, on the addition of trade credit establishing its new digital-based, data-driven insurance to its electronic platform. Purchasers of insurer, including negotiating the distribution, receivables can now purchase trade credit marketing and other commercial agreements insurance covering those receivables as an associated with its launch, as well as assisting integral part of the online trading process.
18 | Fintech MORTGAGE TECH Defended a global financial institution in litigation challenging use of automated Representing the purchaser of mortgage and valuation models in estimating property values student loans in assessing the fair lending risk for purposes of adjusting home equity lines of associated with a marketplace lender’s credit. technology-driven non-traditional underwriting and pricing criteria. Defended a global financial institution in putative class action litigation involving loan Represented Opendoor in its launch of servicers’ recurring property inspection fees Opendoor Title, its own title insurance ordered through a portal with a third-party operation that supports the company’s drive to property inspection company when certain deliver an enhanced, streamlined and seamless delinquency thresholds were met. Won customer experience and to its push through summary judgment and defeated class this vertical integration to a “one click” certification; affirmed at the Ninth Circuit. transaction. Represented Flagstar Bank, FSB in its Advised several banks and consumer financial minority investment through its subsidiary, services companies regarding the US CFPB’s Flagstar Investment LLC, in Lenderful, LLC, an Principles for Consumer-Authorized Financial online mortgage brokerage service. Data Sharing and Aggregation. Advised Ally Financial Inc. on its partnership Advised several technology and financial with Better.com, one of the fastest-growing services companies evaluating ILC and other digital mortgage disruptors in the US, to create non-bank charters in order to offer a wide a new end-to-end digital experience for range of consumer financial products and consumers looking for a mortgage loan from services on a nationwide basis. Ally. Additionally, Ally Ventures announced an Defended multiple online fintech lenders in add-on investment to Better.com’s recent connection with state licensing agency Series C funding, significantly increasing Ally’s examinations and enforcement actions. overall ownership in the company.
Secured a victory for Zillow Group, Inc. when the US CFPB ended its long-running investigation into Zillow without taking enforcement action. The investigation had focused on whether Zillow’s marketing practices violated federal anti-kickback rules.
MAYER BROWN | 19 FIRM OF THE YEAR IN 2016, 2017 AND GLOBAL Fintech – Tier 2 2018 Technology Outsourcing: Outsourcing – Tier 1 2015-2018, Band 1 Structured Finance: Practice Group of the Year: FinTech Legal, 2017 Derivatives and Structured Products – Tier 1 appellate: 2016 and 2017 USA Structured Finance: banking: 2016 and 2017 Technology Outsourcing: Securitization – Tier 1 class action: 2016 and 2017 2004-2018, Band 1 Financial Services Regulation: consumer protection: 2017 Consumer Finance and 2018 (Compliance & Litigation), 2018, Band 1 intellectual property: 2017 Capital Markets: Securitization, technology: 2016 2018, Band 1
2017 IFLR Americas 2017 & 2019 LAW FIRM OF Structured Finance and GlobalCapital THE YEAR 2018 Securitization Team of Securitization Awards the Year Best Overall Technology, Securitization Law Firm Media and Best Law Firm for ABS Telecommunications
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About Mayer Brown
Mayer Brown is a distinctively global law firm, uniquely positioned to advise the world’s leading companies and financial institutions on their most complex deals and disputes. With extensive reach across four continents, we are the only integrated law firm in the world with approximately 200 lawyers in each of the world’s three largest financial centers—New York, London and Hong Kong—the backbone of the global economy. We have deep experience in high-stakes litigation and complex transactions across industry sectors, including our signature strength, the global financial services industry. Our diverse teams of lawyers are recognized by our clients as strategic partners with deep commercial instincts and a commitment to creatively anticipating their needs and delivering excellence in everything we do. Our “one-firm” culture— seamless and integrated across all practices and regions—ensures that our clients receive the best of our knowledge and experience. Mayer Brown is a distinctively global law firm, uniquely positioned to advise the world’s leading companies and financial institutions on their most complex deals and disputes. With extensive reach across four continents, we are the only integrated law firm in the world with approximately 200 lawyers in each of the world’s three largest financial centers—New York, London and Hong Kong—the backbone of the global economy. We have deep experience in high-stakes litigation and complex transactions across industry sectors, including our signature strength, the global financial services industry. Our diverse teams of lawyers are recognized by our clients as strategic partners with deep commercial instincts and a commitment to creatively anticipating their needs and delivering excellence in everything we do. Our “one-firm” culture—seamless and integrated across all practices and regions—ensures that our clients receive the best of our knowledge and experience.
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Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). The Mayer Brown Practices and Mayer Brown Consultancies are established in various jurisdictions and may be a legal person or a partnership. Details of the individual Mayer Brown Practices and Mayer Brown Consultancies can be found in the Legal Notices section of our website. “Mayer Brown” and the Mayer Brown logo are the trademarks of Mayer Brown. © 2019 Mayer Brown. All rights reserved. Attorney Advertising. Prior results do not guarantee a similar outcome.
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