Global connections Our Digital and Fintech capability Global digital Financial Services and Fintech

Drawing together relevant lawyers from across our Financial Institutions group globally, we provide a seamless service on digital projects. How can we help? –– experienced fintech lawyers across the US, UK, wider Europe, Middle East and Asia –– full-service Digital team –– extensive experience in delivering digital FS and fintech projects –– innovative approach –– project management and cost certainty

William Dudzinsky Head of TMT US T: +1 202 383 0106 [email protected]

Matthew Gough Head of Digital Financial Services and Fintech T: +44 29 2047 7943 [email protected]

22 Global connections Our Digital Financial Services and Fintech capability

What you’ll find in this guide:

Technology platforms and the cloud 4

Fintech/joint collaboration agreements 5

Cryptocurrencies, blockchain and artificial intelligence/robo advice 6

Cybersecurity 7

Payments and digital commerce 8

Data privacy and digital identity 9

M&A and investments 10

Consumer finance and product regulation 11

Ecommerce and consumer protection 12

Intellectual property and patents 13

Contentious regulatory and financial crime 14

Technology disputes 15

Consulting, compliance and authorizations 16

Competition 17

Robo advice and electronic brokerage 18

Fintech licensing and compliance 19

Bank secrecy act/anti-money laundering/office of foreign assets control 20

Awards and accolades 21

Wider international team 22

3 Technology platforms and the cloud

We can work across all your needs for technology platforms, including advising on private and public clouds, commercial agreements, software licensing and the associated regulatory regime. However you wish to develop further your own platforms, our team can assist.

Relevant experience includes advising: –– a large UK on a series of agreements with Tier 1 cloud –– one of the largest cloud providers with the negotiation vendors for cloud licensing, unified communications and of IaaS and PaaS contracts with its French customers business critical applications including many French . Assisting the client with –– a UK investment management business on a strategic tailoring its client facing material relating to the EBA platform agreement with EIS/Sungard guidelines on cloud and PSEE (the French regulatory framework which banks need to follow when outsourcing –– a major global credit card provider in relation to the use essential operations) of a new digital platform to increase conversion rates and limit drop-outs of applicants for premium card products Key contacts –– on the support and maintenance arrangements for the mobile-banking software used by twelve global Peter Quittmeyer retail banks Partner –– on the design, build and run of a credit provider’s mobile T: +1 404 853 8186 wallet application across a credit provider’s European [email protected] merchant network –– a UK clearing bank on the negotiation of an agreement Craig Rogers with a secure digital banking technology provider Partner –– a major Japanese investment bank on its first global cloud T: +44 20 7919 0707 services arrangement for an online client relationship [email protected] management system –– a financial services business on the procurement of new Michael Steinig technology including cloud computing, developing new Partner data centers and bespoke software development T: +1 202 383 0804 –– seven banks in Hong Kong to launch a DLT-based trade [email protected] finance platform. The platform, eTradeConnect, will facilitate trades and the arrangement of financing through sharing Charlotte Walker-Osborn information between customers and banks participating Partner on the platform T: +44 779 907 5756 –– one of the largest cloud providers with the negotiation charlottewalker-osborn@eversheds- of SaaS, IaaS and PaaS, as well as with its transformational platform solutions with its German customers, including banks and insurances

4 Global connections Our Digital Financial Services and Fintech capability

Fintech/joint collaboration agreements

We regularly advise both financial institutions and fintechs on their strategic investments and collaborations and have a full appreciation of the need for a flexible and commercial approach, deploying project management to ensure timely and efficient legal service delivery.

Relevant experience includes advising: Key contacts –– one of the world’s largest financial institutions in creating Brian Barrett a multi-year license and services arrangement with one Partner of the leading payment card networks T: +1 212 389 5035 –– a joint venture vehicle on the design, build and operation [email protected] of a blockchain-based commodities trading platform

–– a major US financial institution on an agreement with Rachel Broquard Ripple for the settlement of FX trades using Distributed Partner Ledger technology T: +44 20 7919 0609 –– on the joint-development agreement with Smart Pensions [email protected] following the investment by Legal & General –– Mediobanca in their acquisition of RAM Active Investors Brian Murphy (algorithmic trading platform) Partner –– Amex in their acquisition of a fintech business T: +1 404 853 8178 –– a leading insurer in relation to an investment in a joint- [email protected] collaboration agreement with a fintech –– Statpro in their acquisition of UBS’ portfolio management Craig Rogers platform, Delta Partner –– a UK asset manager in respect of the acquisition of a Quants T: +44 20 7919 0707 trading platform [email protected] –– a major US financial institution on arrangements with partners for API, interfaces and data sharing –– IntegraFin on their IPO on the London –– one of the largest global financial institutions in its acquisition of a technology platform for mobile payments. This acquisition was a core piece of the client’s technology strategy for its mobile wallet offering

5 Cryptocurrencies, blockchain and artificial intelligence/robo advice

Eversheds Sutherland has assisted clients with many challenging and novel coin and token offerings globally. We also work with clients in transactions and regulatory challenges associated with the use of blockchain. Many clients ask for our counsel in understanding how distributed ledger technology, including smart contracts, might allow them to lead change in their industries.

Relevant experience includes advising: Key contacts –– a large US-based institution on the use of blockchain for use Michael Bahar in a potential trading platform Co-Lead of Global Cybersecurity –– a large global bank on the end-to-end customer journey and Data Privacy for a new robo-advice proposition T: +1 202 383 0882 –– the founders of the Bitcoin Derivatives Exchange on [email protected] negotiations with financial investors in Poland –– KINESIS on the regulatory classification of and legal requirements Brian Barrett for a yield-bearing digital currency based on physical gold and silver Partner –– a Middle Eastern bank on a series of blockchain IT SaaS contracts T: +1 212 389 5035 –– a large investment bank with the negotiation and conclusion [email protected] of a partnership agreement with a consortium of research centers and start-ups in relation to an AI and big data project Gregory Kaufman using satellite data Partner –– cryptocurrency exchange operators in Hong Kong, Singapore, T: +1 202 383 0325 Malaysia and Malta in relation to the implementation of their [email protected] respective operations –– a global bitcoin mining company on its intra-group company Jim Mastracchio arrangements to effect its OTC and exchange operations Partner –– a crypto-currency exchange in dealing with the SFC in order T: +1 202 383 0210 to obtain initial views on the regulatory status of its business, [email protected] including hosting ICO launches –– a FCA Sandbox FinTech cohort member on all aspects of their Holly Smith authorization to arrange and issue a Crypto-asset Backed Bond Partner where entitlement is registered on distributed ledger technology T: +1 202 383 0245 –– a top-five retail broker dealer with respect to federal and state [email protected] registration, licensing and compliance issues with respect to the launch of a cryptocurrency trading subsidiary James Burnie –– a venture-backed cryptocurrency issuer with respect to and Senior Associate state registration, licensing and compliance issues with respect T: +44 20 7919 0879 to the launch of a new stable coin [email protected] –– custodial clients facing summons enforcement for crypto currency account holder information 6 Global connections Our Digital Financial Services and Fintech capability

Cybersecurity

Our partners have practical experience gained in the field—from in-house roles or secondments with global banking and insurance clients, regulators (including the FCA, SFO, SEC and FINRA) and key technology platforms. We also have particular insights into the SEC, DOJ, CFTC and the US Interagency and Congress.

Relevant experience includes advising: –– the UK business of an international FS sector client on the –– on the negotiation of security requirements for a $2bn outsource FCA, PRA and ICO investigation and enforcement aftermath by a major European investment bank to an IT global services of one of the largest data security breach incidents of the provider negotiation of security requirements for physical past couple of years infrastructure, cloud services and pre-employment screening –– a major UK high street bank (on retainer) in relation to fraud across 70 countries and financial crime matters. Over the past 12 months, this work has predominantly focused on bank transfer fraud Key contacts committed by way of cybercrime and restitution of funds Michael Bahar –– a major European financial institution on changes to Co-Lead of Global Cybersecurity its information security, business continuity and disaster and Data Privacy recovery arrangements to meet changes imposed under MiFID II, the BRRD, the EBA Outsourcing Guidelines and T: +1 202 383 0882 the Operational Continuity Part of the PRA Rulebook [email protected] –– a global bank on the notification and liaison with the FCA and PRA on an AML/cyber-attack relative to requests from Paula Barrett law enforcement Co-Lead of Global Cybersecurity and Data Privacy –– a regional US bank on the $4M+ cyber breach/theft matter involving a group of sophisticated Chinese hackers/fraudsters, T: +44 20 7919 4634 and liaised with the FBI and PSB [email protected] –– a credit card processing company with a breach and notifications to individuals under state privacy laws and Sarah Paul engaging credit monitoring company; the breach affects Partner individuals in approximately 30 jurisdictions T: +1.212.301.6587 –– a major mutual fund and its investment adviser on the [email protected] development and implementation of cybersecurity policies and procedures designed to meet SEC requirements, Paul McCulloch-Otero including a focus on vendors, sub- advisers and incident Counsel response planning. T: +1 212 301 6604 –– on successfully defending a putative class action in California [email protected] state court involving allegations of an alleged data breach following the theft of computer hardware from a third-party Alexander Sand vendor’s offices Associate –– a regional bank on its response to the cybersecurity breach T: +1 512 721 2721 of a commercial customer’s wire transfer system that resulted [email protected] in millions of dollars being transferred out of the country 7 Payments and digital commerce

With a deep understanding of the issues affecting payment services and digital e-commerce generally, our Payment Services teams have considerable experience working with clients at every stage of the payment processing cycle.

Relevant experience includes advising: –– a number of institutions in relation to the authorization –– Amex on the transfer of its payment card issuer business process in respect of payment institutions, e-money and activity from its Polish entity to its foreign branch relevant exemptions under PSD2 –– on a regulatory review of smartphone apps holding users –– a major US financial services company in obtaining money payment card information (digital wallets) transmission licenses in 48 states and ongoing compliance advice related to money transmission Key contacts –– one of the world’s largest financial institutions on the initial development of its European commercial card program Tony Anderson across 27 jurisdictions. This work included advising the client Partner on the initial development of the program in the UK, T: +44 20 7919 4808 subsequent advisory work to passport the bank’s UK license [email protected] into 26 other jurisdictions, and regulatory advice on relevant mandatory law to provide the program in those countries Richard Jones –– a large bank on its project to offer Apple Pay to its retail and Partner corporate customers. The project involved advising on T: +44 161 831 8253 contractual issues, ensuring the bank achieved regulatory [email protected] compliance when structuring its new offering, and drafting the new customer-facing Apple Pay terms Brian Murphy –– a challenger bank on the development of its account Partner information service proposition which used an onward T: +1 404 853 8178 provision model [email protected] –– a major technology company on the launch of a payment platform in the UAE. Including a review of the contractual Bob Pile arrangements with local banks and a review of the regulatory Partner position T: +1 404 853 8487 –– a leading payment processor in negotiating its agreement [email protected] with American Express for the rollout of Amex’s OptBlue merchant acquiring program Paul McCulloch-Otero –– a large European bank on the implementation of a new Counsel mobile phone payment system in Germany T: +1 212 301 6604 –– on a large PSD2 implementation and open banking projects [email protected] for a number of banks, building societies and issuers –– on a new business model for a digital foreign exchange platform and payment services for one of the best known Polish fintech companies

8 Global connections Our Digital Financial Services and Fintech capability

Data privacy and digital identity

Data protection laws, and increasing regulatory and commercial pressure on the use of information, are vital issues that impact on virtually every organization. Our substantial international team of over 110 data privacy experts advises on global and national data issues for clients of all shapes and sizes. We are proud to work with clients across their international data privacy needs.

Relevant experience includes advising: Key contacts –– on the review of terms of use, privacy notices and direct Michael Bahar marketing consent collection mechanisms, in each Co-Lead of Global Cybersecurity case relating to retail Internet banking and mobile app and Data Privacy banking products T: +1 202 383 0882 –– on data protection risks, positioning as controller or [email protected] data processor and the privacy terms and notices for merchants and app developers in relation to a new loyalty app platform aimed at the SME retailer community and Paula Barrett deploying iBeacon technology Co-Lead of Global Cybersecurity and Data Privacy –– on privacy issues arising from proposed implementation of cloud computing solutions including consideration T: +44 20 7919 4634 of the Cloud Act, ITAR and similar issues [email protected] –– clients on their GDPR and broader international data protection strategy and their associated policy and Mary Jane Wilson-Bilik compliance program development Partner –– on the challenges of adoption of biometric data in T: +1 202 383 0660 digital verification in Europe, the US and elsewhere [email protected] –– on the implementation strategy for ensuring compliance Paul McCulloch-Otero and mitigating litigation risk under the California Consumer Counsel Privacy Act (CCPA) T: +1 212 301 6604 [email protected]

Alexander Sand Associate T: +1 512 721 2721 [email protected]

We have advised clients on their GDPR and broader international data protection strategy and their associated policy and compliance program development.

9 M&A and investments

Our team combines detailed legal experience with in-depth knowledge of local regulations and cross-border M&A transactions. Our lawyers are well versed in the unique requirements of digital transactions, including asset/share acquisitions and disposals, joint ventures, project management and cross-border advice.

Relevant experience includes advising: –– a leading payments company on its acquisition of a Silicon Valley point of sale payment acceptance technology business. –– Validis on the investment structure and initial early stage This technology has become recognized as highly innovative fundraising in an industry-first software solution that enables and market-leading high-speed transmission of financial data –– one of the world’s largest payments and fintech companies –– e-TaxFree on the acquisition of the entire issues share capital in numerous acquisitions and venture-style investments of e-Taxfree ordic Oy –– a large UK high street bank on the acquisition of a new software Key contacts suite and connected outsourced IT services to manage the bank’s letters of credit across in excess of 35 countries around Rachel Broquard the world Partner –– the selling shareholders of Exaxe Limited in the sale to T: +44 20 7919 0609 Majesco Inc [email protected] –– Fora Financial, a New York-based fintech provider of working capital to small businesses, in connection with a significant Brian Murphy equity investment by Palladium Equity Partners, LLC Partner –– LendingPoint LLC, a Georgia-based online consumer lender, T: +1 404 853 8178 in connection with the acquisition of LoanHero, a leading [email protected] fintech platform for point of sale finance –– Channel Partners Capital, a Minnesota-based small business Mike Voynich fintech lender, in connection with a majority equity Partner investment from funds advised by Elliot Management T: +1 404 853 8329 Corporation [email protected] –– a major payment card scheme on the acquisition of a digital services business –– a major global payments company in the creation of a multi-billion dollar joint venture with one of the largest banks, which established the largest US provider of payment card processing services to merchants. In follow-on transactions, we represented the client in the international expansion of this joint venture

10 Global connections Our Digital Financial Services and Fintech capability

Consumer finance and product regulation

Our deep understanding of retail finance regulatory frameworks combined with our product knowledge enables us to provide our clients with the necessary legal insights and solutions to assist them in bringing new customer propositions and digital products to market.

Relevant experience includes advising: Key contacts –– a UK bank on the rollout of a new consumer loans platform Brian Barrett which provides applicants with “a swift and engaging Partner customer experience”. This included advising on the end-to- end KYC process, the introduction of digital signatures and T: +1 212 389 5035 the use of a third party fraud engine [email protected] –– several UK banks on the redesign of terms and conditions to make them more engaging and customer focused using Naomi Seward FAQs, interactive icons and videos, whilst remaining Partner compliant with relevant regulation T: +44 20 7919 4515 –– a challenger bank on the renegotiation of a long-term [email protected] outsourcing agreement for the servicing of its customers loan portfolios Hannah Winiarski Special Counsel –– a number of financial services clients in connection with the launch of new customer propositions, (both consumer and T: +1 251 751 6616 businesses), particularly on new digital offerings, including [email protected] advising on the commercial contracts underpinning those solutions as well as the customer facing collateral –– Creditstar on its establishment of a new venture in Ireland, including associated tax and regulatory advices and preparation of legal documents required for the new platform Advising several UK banks –– two Hong Kong start-ups in respect of their application to be on the redesign of terms granted entry into the Hong Kong Securities and Futures Commission fintech regulatory sandbox and conditions to make them more engaging and customer focused using FAQs, interactive icons and videos, while remaining compliant with relevant regulation.

11 Ecommerce and consumer protection

Our experienced consumer protection team work closely with our retail finance team to ensure that our clients’ digital propositions and product offerings are straightforward, clear and comply with the regulatory requirements of consumer law.

Relevant experience includes advising: Key contacts –– a number of digital FX businesses on the development of a Matthew Gough consumer facing set of terms and conditions, and advising on Head of Digital Financial Services and Fintech the on-boarding process in the context of the UK consumer law legal framework T: +44 29 2047 7943 [email protected] –– a range of financial institutionson their consumer facing collateral (including website journeys and other marketing literature) and terms and conditions, advising more recently in Peter Quittmeyer connection with the changes introduced as part of the Partner Consumer Rights Act 2015 T: +1 404.853.8186 –– on the consumer terms and conditions used by the first Initial [email protected] Coin Offering in the UK –– an international retail bank on a plain English and consumer compliant approach to all of its retail banking documents and advising on consumer law compliance of around 150 of its retail banking account documents including those applying to and various app terms Advising a range of financial –– several global FS businesses, retailers and manufacturers institutions on their consumer-facing on the use of digital signatures in major jurisdictions across Europe and Asia collateral (including website journeys and other marketing literature) and terms and conditions, advising more recently in connection with the changes introduced as part of the Consumer Rights Act 2015.

12 Global connections Our Digital Financial Services and Fintech capability

Intellectual property and patents

Social media presents its own challenges for firms seeking to send out compliant marketing to their customers. Our team can advise on all aspects, including compliance with regulatory principles, websites and cross-border promotion and financial promotions.

Relevant experience includes advising: Key contacts –– flagshipglobal brands across many sectors, including financial Chris Chan services, and on an international basis, to manage social media, Partner marketing and branding issues for example, for Nationwide Building Society, Hermes Investment Management, Apple T: +1 404 853 8049 Corps (The Beatles’ record company), easyGroup (licensor [email protected] of the “easyJet” brand) and Coca-Cola in relation to their extensive portfolios of material and brands Griff Griffin –– on issues arising from social media use by tailoring marketing Partner and advertising content, including ensuring that all social T: +1 404 853 8233 media marketing is ASA and FCA compliant (for example, [email protected] advising on the FCA Guidance on Social Media and Customer Communications) Andrew Terry –– on social media take down advice, to ensure that third party Partner content can be quickly taken down when it is defamatory, T: +44 20 7919 4828 misleading on unfair. Where needed, we have sought [email protected] court orders to identify anonymous campaigners and social media users –– on ASA disputes, where social media marketing campaigns are challenged or criticized Advising on issues arising from social media use by tailoring marketing and advertising content, including ensuring that all social media marketing is ASA and FCA compliant (for example, advising on the FCA Guidance on Social Media and Customer Communications).

13 Contentious regulatory and financial crime

Our team, comprised of over 320 attorneys worldwide, possesses the capability to mobilize dedicated resources on a scale and speed that few firms can match. We are currently acting for firms and individuals on more than a dozen live FCA Enforcement cases, some of which are the most high-profile and significant contentious regulatory cases currently in the UK. We regularly advise major financial institutions on financial crime and fraud related issues and investigations. We also advise clients on conduct risk and claims, including remediation, complaints and consumer claims.

Relevant experience includes advising: Key contacts –– a financial institution under investigation that used an Lewis Wiener automated system to find the most suitable product based on Partner a full market analysis. The institution could not explain how the products recommended were the most suitable, other T: +1 202 383 0140 than to give a very high level explanation [email protected] –– a financial institution under investigation that used an algorithm to target adverts for credit cards and loans at Olga Greenberg customers based on the likelihood of the customers meeting Partner the eligibility criteria from information in the public domain T: +1 404 853 8274 –– a financial institution using digital technology that was under [email protected] investigation regarding the quality of the customer experience, its advice and its process on an investigation into Sarah Paul the failure of an international bank’s sanctions screening Partner processes. We also assisted the bank with its regulatory T: +1.212.301.6587 reporting requirements [email protected] –– a large global bank in respect of UK regulatory investigations into the management of dark pool trading operations Zia Ullah –– a global investment bank in relation to investigations into Partner misuse of electronic and algorithmic trading technology T: +44 161 831 8454 in the FX markets [email protected]

Jake McQuitty Partner T: +44 20 7919 0600 [email protected]

14 Global connections Our Digital Financial Services and Fintech capability

Technology disputes

Our dispute lawyers advise across licensing and outsourcing disputes, system outages, system procurement and implementations disputes and can advise across your needs.

Relevant experience includes advising: Key contacts –– a large global bank in a significant dispute with Finastra (was Ronald Zdrojeski Misys) relating to the delayed and defective implementation Co-Head of Global Litigation of a new, global trade finance platform T: +1 212 389 5076 –– a large global bank in relation to its recourse against [email protected] Oracle arising from two incidents that led to outages and unavailability of the Bank’s customer-facing systems Robert Owen –– a Fortune 500 IT outsourcing company in its multi-million Partner GBP dispute with its provider of an expenses system for several thousand employees. In response to threats to delete data, T: +1 212 389 5090 the matter involved an urgent injunction to preserve the data [email protected] and delivery James Hyde –– a leading investment management firm in its multi-million Partner GBP software licensing disputes with IBM and SAP T: +44 113 200 4066 –– a Fortune 500 IT outsourcing company in its multi-million [email protected] GBP three-way dispute with its sub-contractor fintech provider and our client’s UK public sector customer, relating to the threatened termination of financial systems and Anna Halsey services being provided to our client’s customer Counsel –– a UK building society in its dispute with a fintech provider T: +1 404 853 8173 of lending solutions, regarding termination, transition and [email protected] future development rights –– a German headquartered tech provider in its dispute with its JV partners relating to the joint development of mobile digital vaults

Advising a Fortune 500 IT outsourcing company in its multi-million GBP three-way dispute with its sub-contractor fintech provider and our client’s UK public sector customer, relating to the threatened termination of financial systems and services being provided to our client’s customer.

15 Consulting, compliance and authorizations

Our team of consultants work in close collaboration with our legal teams bring in-depth knowledge of regulatory compliance and tech solutions to deliver audits, risk assessments, data mapping, monitoring and reporting.

Relevant experience includes advising: Key contacts –– Cinkciarz.pl, one of the fastest growing financial companies David Saunders in Poland, on compliance and Partner AML/CFT issues T: +44 20 7919 4685 –– on assisting the client with the mapping of its contractual [email protected] documentation to the outsourcing guidelines published by the EBA Simon Collins –– on the implementation of a Market Abuse Surveillance RegTech MD of FS Regulatory Compliance Solution for a substantial investment management and advisory platform in the UK. The project included liaising T: +44 20 7919 0725 with the client’s technology team and external vendor to [email protected] ensure the technology was appropriately calibrated and that data reconciliations were working as designed. Carmen Brun Counsel –– on an independently commissioned review of a firm’s Technology Enabled RegTech solution for the monitoring T: +1 202 383 0258 of certain regulatory rules pertaining to Best Execution. This [email protected] included comparing data feeds used against independently sourced market figures and recalculation of system generated metrics [the s166] –– on training to various MiFID investment firms in relation to how to effectively utilize RegTech Suctions for the monitoring We have advised various MiFID of Best Execution and the provision of transaction reporting data [as part of MiFID projects] investment firms in relation to how to effectively utilize RegTech Suctions for the monitoring of Best Execution and the provision of transaction reporting data [as part of MiFID projects].

16 Global connections Our Digital Financial Services and Fintech capability

Competition

Enforcement of competition law has become increasingly global as competition authorities share information and coordinate their activities to tackle anti-competitive conduct across multiple jurisdictions. Eversheds Sutherland’s antitrust attorneys work to ensure that our clients’ business plans comply with antitrust and competition laws.

Relevant experience includes advising: Key contacts –– a main party to the first competition enforcement case Jeffrey Bialos conducted by the Payment Systems Regulator Partner –– a major bank on the creation of its new digital platform T: +1 202 383 0363 for current accounts [email protected] –– one of the ‘CMA 9’ banks on the implementation of Open Banking (including liaising with the Open Banking Mark Herlach Trustee and the CMA) Partner –– a major international investment bank / card-acquirer T: +1 202 383 0172 on the establishment of a strategic global partnership with [email protected] a digital payments specialist (providing competition law advice across multiple jurisdictions in Europe and Asia) Julia Woodward-Carlton –– a consortium of banks on the establishment of a joint venture Partner to create a digital platform in order to comply with new EU T: +44 20 7919 4770 forms of regulation [email protected] –– an interbank payment scheme on its responses to the Payment Systems Regulator’s Payments Strategy Forum Peter Harper –– an insurance company on its relationship with a digital Partner intermediary including the use of most-favored nation clauses T: +44 20 7919 0646 –– various clients on e-commerce strategy and the distribution [email protected] of products and services through online platforms –– various banks and building societies in obtaining merger control clearance for a variety of acquisitions and mergers including clearance in relation to fintech acquisitions

17 Robo advice and electronic brokerage

We regularly advise robo advisers on how to comply with the US federal securities laws, including the Investment Advisers Act and the Investment Company Act. Among other things, we help robo advisers with respect to their electronic interfaces, disclosures, portfolio management practices, proxy voting, fiduciary obligations, books and records, and Investment Company Act status issues.

Relevant experience includes advising: Key contacts –– a large US-based fund manager on the development Cindy Beyea of an exchange-traded fund that would be publicly traded Partner and invest exclusively in certain cryptocurrencies T: +1 202 383 0472 –– a large US-based fund manager on the development of a [email protected] publicly traded investment company, where all transactions would be recorded and verified over a blockchain Jamie Cain –– a large US-based commercial company on the development Partner and issuance of a securities token offering distributed to US investors on a private placement basis and traded over T: +1 202 383 0180 a blockchain [email protected] –– broker-dealers and investment advisers in SEC and FINRA Michael Koffler examinations and investigations regarding fintech issues, Partner including email configuration and retention, trade reporting, asset billing, suitability reviews and securities/fund valuations T: +1 212 389 5014 [email protected] –– various clients launch a robo adviser –– a large national bank acquires a robo adviser Brian Rubin –– a super-regional bank in drafting an opinion under Rule 3a-4 Partner under the Investment Company Act regarding the investment T: +1 202 383 0124 company status of a robo advisory program [email protected] –– various clients to launch UMA, SMA and financial planning services via a robo adviser platform Holly Smith Partner T: +1 202 383 0245 [email protected]

18 Global connections Our Digital Financial Services and Fintech capability

Fintech licensing and compliance

We represent venture-capital backed start-ups, data aggregators, software services providers and banks on the licensing requirements and the applicable federal and state regulatory requirements with respect to the launch of new financial products.

Relevant experience includes advising: –– a mobile technology company in connection with the –– a global provider of legal and accounting software with roll-out of a payments platform that will permit retail respect to a bank partnership relating to the offering of payroll customers to make peer-to-peer payments, pay merchants services to accounting firms. and load funds to their accounts. Assistance encompasses –– a global payment processor in obtaining state money state licensing requirements, the development of appropriate transmitter licenses in connection with its merchant acquiring BSA/AML/OFAC compliance policies and controls, and activities, including in New York and California. Developed cybersecurity and privacy rules. BSA/AML/OFAC compliance policies and cybersecurity –– a top-five retail broker dealer with respect to federal and compliance framework. state registration, licensing and compliance issues with –– a venture-backed cryptocurrency issuer with respect to respect to the launch of a cryptocurrency trading subsidiary. and state registration, licensing and compliance issues with –– a global software services provider with 49-state money respect to the launch of a new stable coin. transmitter licensing and compliance issues relating to the –– a marketplace lender on “true-lender” risks in connection provision of payroll services to small businesses and with their partnership with a bank with respect to the offering accountants. Advised on the development of an appropriate of short-term installment loans to consumers. BSA/AML/OFAC compliance policies and controls and cybersecurity and privacy issues. Key contacts –– a marketplace lender in connection with a bank partnership involving the offering of installment loans to consumers. Brian Barrett –– a major regional bank with respect to its partnership with Partner a technology company offering an on-line platform for T: +1 212 389 5035 originating small business loans. [email protected] –– a data aggregator and leading provider of wealth management software and services to financial advisors and Paul McCulloch-Otero institutions with respect to licensing and registration issues in Counsel connection with the launch of a technology platform offering T: +1 212 301 6604 secured and unsecured loans to private wealth clients. [email protected]

19 Bank secrecy act/anti-money laundering/office of foreign assets control

We represent venture-capital backed start-ups, software services providers and mobile technology companies in the development of BSA/AML/OFAC policies, procedures and controls and related risk assessments with respect to a broad range of financial services products; SARs filing requirements (including relating to cybersecurity breach attempts); and related enforcement inquiries.

Relevant experience includes advising: Key contacts –– a mobile technology company with respect on the Brian Barrett development of appropriate BSA/AML/OFAC compliance Partner policies and controls with respect to a payments platform that will permit retail customers to make peer-to-peer T: +1 212 389 5035 payments, pay merchants and load funds to their accounts. [email protected] –– a venture-backed cryptocurrency issuer with respect to BSA/AML/OFAC compliance policies with respect to the Mark Herlach launch of a new stable coin. Partner –– advised a global software services provider on the T: +1 202 383 0172 development of an appropriate BSA/AML/OFAC compliance [email protected] policies, procedures and controls and cybersecurity and privacy issues. –– a global payment processor in developing BSA/AML/OFAC compliance policies and related risk assessments.

20 Global connections Our Digital Financial Services and Fintech capability

Awards and accolades

CLIENT SERVICE All-Stars 2017

21 Wider international team

Europe

Vincent Denoyelle Gerard Ryan Partner Partner T: +33 1 55 73 42 12 T: +35 31 66 44 20 2 [email protected] [email protected]

Deborah Hutton Vesa Turkki Partner Partner T: +35 31 66 44 27 3 T: +35 81 06 84 15 25 [email protected] [email protected]

Carola Rathke Tomasz Zalewski Partner Partner T: +49 40 80 80 94 200 T: +48 22 50 50 79 6 [email protected] [email protected]

Lutz Schreiber Partner T: +49 40 80 80 94 444 [email protected]

22 Global connections Our Digital Financial Services and Fintech capability

The Middle East Asia

Nasser ali Khasawneh Roderick Lai Co-Head of Global TMT Consultant T: +97 14 3 89 70 03 T: +852 2186 3264 [email protected] [email protected]

Erica Werneman Rhys McWhirter Senior Associate Consultant T: +97 14 3 89 70 34 T: +852 2186 4969 [email protected] [email protected]

Duncan Watt Consultant T: +852 2186 3286 [email protected]

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