Global Regulatory Counsel
Our global team of lawyers has extensive experience advising financial sponsors, global corporates and financial institutions in a fully integrated way across practices to achieve the smoothest path through regulatory approvals, from antitrust to foreign investment to financial regulatory or sector specific consents and on all aspects of transaction diligence and post-acquisition diligence and compliance.
Many of our lawyers have worked within the world’s most active law enforcement and regulatory and prosecutorial bodies, which enables us to offer clients a unique perspective on their objectives and approach. These bodies include the U.S Federal Trade Commission, Office of the Director of National Intelligence, U.S. Department of Justice (DOJ), U.S. Securities and Exchange Commission (SEC), the UK Crown Prosecution Service (CPS), the UK Financial Conduct Authority (FCA), the UK Prudential Regulation Authority (PRA), the UK Competition and Markets Authority (CMA), as well as the HK Securities and Futures Commission (SFC), and China’s MOFCOM.
Our global regulatory team provides a one stop shop: a fully integrated network of experts spanning antitrust, foreign investment, financial regulatory and sector experts to deliver a joint solution. Our experts, led on each deal by one of our Global Regulatory Co-Heads, screen for transaction specific regulatory approvals, craft appropriate sell side or buy side conditions precedent, hell or high water and other risk sharing/shifting provisions, obtain necessary consents within deal timetables and negotiate remedies or undertakings with relevant agencies as required.
Due Diligence, Transaction Structure and Documentation
We offer support on all aspects of the deal lifecycle from helping to establish optimal structuring solutions, undertaking due diligence, negotiating, documenting and executing the deal. We work alongside our transactional teams to perform due diligence in all key regulatory areas, pin-pointing the key issues and areas of risk, proposing solutions (structural, documentary or otherwise) or providing mitigants and presenting our findings to you in an easily digestible format. Our experts are on hand through-out deal negotiations to help reach and document commercially acceptable positions which address the issues uncovered.
Due diligence is not simply a “tick-box” exercise to comply with regulatory requirements. It provides clarity on the true condition of the target and informs commercial decision making. Diligence should be undertaken before the acquisition, to check for potentially material deal and business risks and liabilities including under your ESG investment policy and due diligence procedure. We have worked on numerous transactions where the discovery of issues required important strategic decisions to be made about whether a transaction can proceed or whether restructuring is required and what mitigation or remediation is required. Our capacities include bespoke processes to diligence business crime (including bribery and corruption, fraud, money laundering and sanctions), supply chain (key suppliers, high risk resources, commodities or geographies), product safety, operational compliance and wider ESG due diligence. We identify issues relating to any of these matters, recommend contractual protections in transaction documents and advise on potential legal and commercial exposure and remedial actions.
In the area of financial regulation, we understand the regulatory requirements (including prudential capital and liquidity requirements) relevant to financially regulated entities across the asset management, private equity, investment banking, retail banking, consumer lending and fintech sectors. In particular, we have depth of experience in identifying the funding and capital impacts for a group acquiring a financial entity, how to optimise capital rights and group structures to best facilitate the acquisition and the consequential steps that need to be taken for the entity and/or its new group to continue to meet applicable prudential requirements.
Post Transaction Due Diligence Integration and Compliance
Additional diligence following acquisition is also advisable to identify and verify any inherited regulatory risks, for example relating to antitrust, bribery or corruption, and product and operational regulations, Post closing diligence will reduce the scope for continuation of pre-existing breaches, facilitate development of issue specific mitigation/remediation plans, and ensure that discussions with a regulator are easier, as the purchaser will come to the discussion with clean hands.
Our Risk and Resilience and Regulatory Risk Advisory practices offer clients rigorous analysis combined with deep experience and knowledge of regulatory compliance risks that funds or financial institutions face in practice, gained from our extensive advisory and contentious regulatory work. We regularly assist clients to design and implement robust yet practical tailored governance, risk management and compliance programmes aimed at mitigating key regulatory and other risks to the business. In particular, financial regulation can be complex and the risks of getting it wrong can be hugely damaging for a firm’s business and reputation. Proactively managing legal and regulatory risk is therefore critical.
Our experience of behavioural due diligence and regulatory and criminal investigations gives us a deep understanding of what best practice looks like, as well as the challenges and pitfalls commonly faced by clients. We work to put clients in the strongest position to prevent, detect and address regulatory issues, including by assisting with the delivery of bespoke training.
We have particular expertise in “high risk” sectors including defence, finance, cyber security, fast moving consumer goods and energy and natural resources. We also regularly advise financial services clients on emerging issues such as ESG and on more traditional matters such as money laundering, market abuse, tax evasion, conduct risk management, operational resilience and conflicts of interest.
The above are just some of the areas of potential risk that we advise on. Find out more about how our Risk and Resilience and Regulatory Risk Advisory practices can help you to manage risks to your business.