Leading Fintech Advisers Our Capabilities and Experience

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Contents

02 Our fintech experience 04 Working with clients in the fintech sector 06 Understanding the technology 10 Cross-practice expertise 12 Our team 02 HERBERT SMITH FREEHILLS

Our fintech experience

Technology is rapidly changing sector participants, including telecoms operators, insurance companies and asset every business sector, and managers. financial services are no exception. Herbert Smith Freehills Our team has extensive experience of guiding clients through the key challenges that arise operates at the cutting-edge of when financial services and technology meet, the intersection between financial including dealing with regulation, creating and services and technology. maximising the success of partnerships with technology providers or other commercial We have a dedicated global cross-practice collaborations and handling, protecting and team of lawyers focused on fintech matters extracting value from data. of all shapes and sizes across their areas of expertise. We support our clients with technology in its widest sense, including data, digitisation of We provide fully-integrated advice on assets, data analytics and exploitation of data financial services regulation, IT and as a strategic corporate asset, artificial outsourcing, mergers and acquisitions, data intelligence, robotics, internet of things, protection and privacy, cyber security, blockchain, drones, smart infrastructure, and investments, tax, employment, competition, augmented and virtual reality. insurance and dispute resolution to support our clients at all stages of the fintech lifecycle. We have a deep understanding of both traditional and disruptive technologies and We provide these tailored legal services to a have identified a number of macro trends, wide spectrum of fintech clients, including drivers and key challenges which will have a long-standing financial institutions, challenger significant impact on the fintech space in the banks, technology companies, and start-ups coming years. and scale-ups. We also advise other fintech

INNOVATION FINANCIAL HIGHLY IN STRATEGIC SERVICES COMMENDED COLLABORATIONS OUTSOURCING FOR SUPPORTING FOR CLIENTS PROJECT OF THE START-UPS FT INNOVATIVE YEAR 2017 FT INNOVATIVE LAWYERS AWARDS GLOBAL SOURCING LAWYERS AWARDS EUROPE AWARDS 2017 2017 2016 FINTECH EXPERIENCE 03

“The practice is noted for its strength in depth and its broad range of expertise. As well as its prominent M&A, private equity and large-scale IT outsourcing workload, the team assists fintech start-ups and challenger banks with navigating fundraising, growth and regulations. Crowdfunding, peer-to-peer lending, financial data and payments are particular areas of expertise" LEGAL 500 FINTECH, 2018 04 HERBERT SMITH FREEHILLS

Working with clients in the fintech sector We believe the only way to provide legal services that support and complement our clients is to have a deep understanding of the sector in which they operate. We engage with our clients through thought leadership, acting as a sounding board at board-level, and secondments (Lendinvest, Tandem Bank, UBS, etc).

Challenger banks Long-standing Telecoms operators We regularly advise banks financial institutions We advise telecoms with emerging market We advise long-standing operators on their increasing presence on a variety of financial institutions on a investment in fintech, corporate and regulatory variety of projects with particularly in the mobile issues. We advised technological challenges, payments market. ClearBank (first UK clearing including IT procurements bank for 250 years) on its (Lloyds Banking Group), and We advised Telefónica O2 on establishment, and on its IT separation and transitional the establishment of an business critical outsourced services arrangements m-payments platform joint supplier arrangements with (Sabadell, Williams & Glyn). venture between Vodafone, its key providers and EE and Telefónica in the UK. potential customers. We also have significant We also advised NTT experience acting for DoCoMo on the acquisition We also advised challenger principals and financial of a stake in Just In Mobile, bank Tandem on various advisers on listed company and Bharti on its Airtel equity and debt fundraising transactions and Money mobile payments rounds and on its acquisition governance issues. service. of Harrods Bank Limited. FINTECH EXPERIENCE 05

Tech companies (including fintech start-ups and Asset managers scale-ups) We work with asset Our lawyers are at the heart Insurance companies managers globally and in of the convergence of We regularly advise our the UK on a wide range technology and financial insurance clients based in of matters including services, working with tech various jurisdictions, which establishing, restructuring companies to help them are currently adapting to new and providing ongoing advice identify challenges and technologies, on their to public, private and opportunities in the sector, investments and operations. regulated funds, regulatory including through the use of For example, we advised a matters, investment in blockchain technology. global insurance broker on fintech and corporate all aspects of a proposed transactions (including We advised Apple on the fintech investment, an business establishment, launch of Apple Pay and acquisition of a leading restructurings and subsequent regulatory pensions and investments outsourcings). issues. In regards blockchain analytics provider. We have technology, we have also also advised Marsh, For example, we advised advised on licensing and Pensions Insurance Cabot Square Capital on its regulatory issues (Wirecard, Corporation and Financial investment in Moneyfarm, CLEERx), and on initial coin Services Compensation a robo-asset manager, and offerings (a major motorbike Scheme on other a confidential client on the producer, an energy trading fintech projects and launch of a new data start-up, a Chinese initiatives. business. corporation). 06 HERBERT SMITH FREEHILLS

Understanding the technology

We are one of the few leading international law firms to have expert and dedicated fintech teams across Europe and Asia Pacific. Our work is driven by the increasing convergence of technology and financial services, and we are ideally placed to identify technology-driven issues and opportunities.

We believe the only way to provide legal services that support and complement our clients is to have a deep understanding of the technologies on which they rely.

Artificial intelligence, Big data and the internet of things machine learning “Big data” and the “internet of things” (IoT) As a firm, we have publically embraced are fundamentally transforming how artificial intelligence (AI) and are actively businesses conduct their operations, and engaging with clients to understand how they helping companies significantly improve can use AI and machine learning, and how we productivity and profitability. Collecting and can support them using AI and machine using data on a large scale however also learning tools. We have advised: presents a number of legal challenges for our clients, particularly in relation to data ••RAC on the acquisition and trial of protection and privacy. We are well-placed to Australia’s first fully driverless and electric guide our clients through these legal shuttle bus challenges. Our credentials include advising: ••BHP Billiton in relation to its Design, ••Moneysupermarket.com Group on its Development and Integration Contract with acquisition of Decision Technologies Ltd, Bombardier Transportation Australia Pty a data analytics and price comparison Ltd. The contract dealt with the company procurement of a high-tech automation system, along with complex related ••Mastercard on the acquisition of the entire services, for BHP Billiton’s pit-to-port rail share capital of 5one Marketing Ltd, a network. The network was designed for use consultancy providing services, analysis by automated trains and software to retailers in relation to the use of customer data ••IBM on its acquisition of Oniqua, a market-leading internet of things technology platform for optimising and automating maintenance, repair and overhaul (MRO) processes FINTECH EXPERIENCE 07

Distributed ledger technology Our credentials include advising: (including blockchain and ••an investment bank on its investment in cryptocurrencies) a UK start-up focused on the provision of We are coordinating an enterprise grade financial grade blockchain technology for permissioned distributed ledger pilot with our settlement and payment activities clients and regulators. The pilot is aimed at ••a Chinese corporation on the setup of a clients in the financial services sector. This cryptocurrency exchange and another initial national blockchain will provide the underlying coin offering in Singapore and Hong Kong technology and relationships to enable the next generation of agreements – ie smart ••a blockchain start-up on the next agreements and smart contracting. generation blockchain platform which will have KYC (know your customer) principles We have advised a number of companies on and AML built-in and will be capable setting up cryptocurrency exchanges and on of achieving substantially higher the international regulatory framework for transaction speeds offering cryptocurrency exchange services globally, including issues associated with ••a confidential client on regulatory, initial coin offerings, launching and investing jurisdictional and other issues in the in cryptocurrencies. context of setting up a hedge fund to invest specifically in cryptocurrencies and initial coin offerings

••a potential investor on the risks and benefits of joining the management team of a start-up funded via an initial coin offering 08 HERBERT SMITH FREEHILLS

Understanding the technology (continued)

Exchanges and platforms Crisis management technology We have in-depth experience working with We have applied our wealth of experiencing financial exchanges on a myriad of complex advising clients in respect of crisis legal and regulatory issues. Our credentials management issues to create technology to include advising: use by clients in crisis scenarios. For example, we have developed an app which alerts ••a confidential client in relation to providing clients to the key things that they should do and coordinating the global advice for upon discovering a “Significant Regulatory launching crypto-crypto and fiat-crypto Trigger”, such as the discovery of a rogue exchanges globally, as well as hot wallets trader. Our previous crisis management linked to the exchanges experience includes advising: ••CLEERx on building a digital tokenised ••a major corporation in relation to Twitter commodity exchange with headquarters in trolling, cyber-squatting and a cyber-attack Singapore focusing primarily on energy on its website and the associated potential commodities like LNG negative publicity ••a Dublin exchange on the setup of a ••UBS in connection with the criminal clearing exchange for foreign exchange and prosecution of the ‘rogue trader’, Kweku cryptocurrencies in Hong Kong Adoboli, and subsequent UK and Swiss regulatory action

••a consortium of global banks including Barclays Bank, Standard Chartered Bank, Santander and Deutsche Bank on establishing an innovative Cyber Defence Alliance – a cyber security intelligence sharing joint venture - a first in the market FINTECH EXPERIENCE 09

Agile development methodologies We have been leading advisers on Agile software and code development methodologies (as well as waterfall and hybrid “wagile” models) for decades. Our understanding of the advantages and pitfalls of Agile working allows us to enable clients to capitalise on the flexibility of iterative development while controlling the risks associated with lack of end-goal certainty. Our insight into the importance of good governance and project management allows us to enshrine best practice in collaborative software developments into risk-mitigated contracts. 10 HERBERT SMITH FREEHILLS

Cross-practice expertise

We have a wealth of practical legal technological as they are legal. For example, experience of guiding clients through all compliance with the GDPR, Cyber Security stages of the fintech lifecycle with Directive, MiFID II and PSD2 rely on the market-leading teams across all relevant implementation of robust operational practice areas, we are ideally placed to advise procedures, particularly in relation to on ground-breaking fintech matters, in a employment, marketing, and data storage. manner that would not be possible with Our cyber security, FSR, technology, IP and strength only in limited legal silos. data protection teams work closely with clients’ operations and tech teams – not only We also understand that many challenges for their legal teams – in order to deliver real fintech clients are as operational and compliance and real de-risking support.

Corporate Dispute resolution We guide some of the world’s leading Our multi-disciplinary corporates, commercial disputes team, described organisations and by Chambers and Partners financial institutions as a ‘powerhouse that consistently tops the through joint ventures, IT / Sourcing mergers and acquisitions, rankings across the collaborations, and all We provide companies world’, provides other stages of their with innovative legal world-leading sector corporate development. advice that transforms specialist advice on their businesses and litigation, arbitration and guides them through alternative dispute challenging IT and resolution. commercial sourcing and procurements, including Employment guidance on compliance We help our clients with with SYSC 8. their most challenging contentious, transactional and advisory issues relating to the employment, pensions and incentives aspects of fintech transactions. FINTECH EXPERIENCE 11

Tax Financial Services Regulation From VAT to capital gains tax, technical tax We have a deep expertise from your understanding of financial advisers is a given. We regulations, and of the combine it with an regulators who devise and innovative and enforce them. We provide commercial approach, advice which showcases Capital markets and we are fully technical expertise and a embedded in our clients’ practical commercial We provide the world’s deal teams in order to outlook, including in leading companies, maximise efficiency. respect of PSD2 and institutional and strategic payment services shareholders and compliance. investment banks with Data protection advice on transactions and privacy and policy, including on Cyber security equity listings, bond Our practice covers the issues and IPOs, full range of data Our global cyber security empowering them with protection, privacy and team comprises confidence to manage associated matters, specialists who combine capital and mitigate risk. including advising on legal, technical and general regulatory commercial expertise to compliance, data help global corporates, transfers, subject access utilities and financial requests, employee institutions manage their monitoring and global cyber security, in Competition, data compliance. particular in respect of regulation and data breaches and crisis trade management. Our in-depth knowledge of regulators, courts and Alternative legal policymakers from former services (ALT) secondees, officials and We offer innovative, judges means we are Intellectual property market-leading solutions well-equipped to deliver Whether you are looking to for high-volume, bespoke advice to our monetise your innovations, document-intensive legal clients on matters protect revenue streams or work. By combining including merger control structure your intellectual cutting-edge technology approvals, and market and property, we combine with legal expertise, we cartel investigations. technical expertise and have created a commercial nous to advise on cost-competitive, bespoke matters such as on copyright, offering which is tailored patent, trademark and to our clients’ database rights. requirements. 12 HERBERT SMITH FREEHILLS

Our team

Nico Abel Alex Kay Partner, Frankfurt Partner, London T +49 69 2222 82430 T +44 20 7466 2447 [email protected] [email protected]

Joy Amis Julian Lincoln Partner, London Partner, Melbourne T +44 20 7466 2840 T +61 3 9288 1694 [email protected] [email protected]

Neil Blake Alexandra Neri Partner, London Partner, Paris T +44 20 7466 2755 T +33 1 53 57 78 30 [email protected] [email protected]

Clive Cunningham Nick Pantlin Partner, London Partner, London T +44 20 7466 2278 T +44 20 7466 2570 [email protected] [email protected]

Nish Dissanayake Michael Poulton Partner, London Partner, London T +44 20 7466 2365 T +44 20 7466 2777 [email protected] [email protected]

Vincent Hatton Caroline Rae Partner, Paris Partner, London T +33 1 53 57 70 85 T +44 20 7466 2916 [email protected] [email protected]

Barnaby Hinnigan Mark Robinson Partner, London Partner, Singapore T +44 20 7466 2816 T +65 68689808 [email protected] [email protected]

Tony Joyner Christopher Theris Partner, Perth Partner, Paris T +61 8 9211 7582 T +33 1 53 57 65 54 [email protected] [email protected] FINTECH EXPERIENCE 13

“The team there is really sharp on technology deals. They have a tremendous depth of knowledge across the board on that front" CHAMBERS UK INFORMATION TECHNOLOGY 2016 HERBERTSMITHFREEHILLS.COM

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