Andrew Henderson

Andrew Henderson

Andrew Henderson
+44 (0)20 7667 3628

Andrew Henderson, based in London, is a partner in Goodwin’s Financial Industry, FinTech, and Private Investment Funds practices. He has over twenty years of experience giving counsel and advice on UK and EU financial services and markets law and regulation, working closely with colleagues in Goodwin’s EU offices.

Dr. Henderson’s work includes advice on the application of regulation, the management of regulatory risk, governance and the relationships with regulatory authorities. This includes advice on establishing, acquiring, investing in and developing financial services businesses, especially those involving new technologies connected with blockchain, distributed networks, digital assets, payments and lending. His work also includes advice to venture, private equity, credit and real estate fund managers on the structuring, establishment, and operation of their businesses and the marketing and distribution of their funds, including those marketed as ESG compliant.

He has worked on regulatory change projects both for financial institutions and for various governments and regulators and also acted as an FCA “skilled person” on three occasions in the review of matters connected with custodians and investment managers.


  • Advised investment managers on distribution and product governance issues under UK and EU rules implementing the AIFMD and MiFID II, including non-EU and non-UK fund managers looking to access the EU and UK and steps necessary to distribute funds and investments to retail investors
  • Advised investment managers on sustainability disclosure and ESG governance issues, including the requirements under the SFDR and SFDR Level 2 requirements and the governance processes to help give effect to those requirements and address Greenwashing risks
  • Advised FCA and EU authorized firms and appointed representatives on ongoing compliance matters including those connected with anti-money laundering, market abuse, conflicts of interest, and regulatory reporting obligations
  • Advised various customers of Silicon Valley Bank (UK) on their rights and the processes under UK banking law and regulation connected with the Bank’s failure
  • Advised FCA and EU authorized firms on group structuring issues under the UK Investment Firms Prudential Regime and the EU Investment Firms Regulation, the treatment of guarantees and capital and remuneration structuring
  • Advised FCA and EU authorized firms on compliance with custody, client money, and related legal obligations, including advice and representation in the course of regulatory investigations and inquiries*

* Denotes experience prior to joining Goodwin.

  • Advising a crypto venture fund manager on the impact of and compliance with the EU Markets in Cryptoassets Regulation (MICAR) by an EU crypto exchange and EU stablecoin issuer in which the fund is looking to invest
  • Advising a US crypto liquidity provider on the establishment of its business in the UK, including compliance with FCA financial promotion rules and registration under the Money Laundering Regulations
  • Advised providers of administration and other technology solutions on compliance with UK and EU regulatory rules governing critical outsourcing and on the impact of forthcoming regulation under the EU Digital Operational Resilience Act (DORA)
  • Advising a provider of insuretech cyber solutions on marketing its services in the UK, including advice on application of rules implementing the Insurance Distribution Directive
  • Advising the provider of an app-based service that determines a user’s “carbon footprint” on the application of payment services regulation
  • Advising digital platform provider, on various regulatory matters: the platform allocate tokens, record equity-like stakes and makes pay-outs.
  • Advised foundations on the regulatory treatment of issuance, offering and marketing of cryptoassets in the UK and the EU and on whether registration is required under the Money Laundering Regulations
  • Advised payment services providers and businesses on cross-border business into the UK and EU, including advice on strong customer authentication under PSD2 and FCA authorisation requirements
  • Advised Galaxy Digital on various regulatory matters, including advice on hedging exposures to BC and ETH
  • Advised on the first successful Initial Coin Offering in the UK, the first equity issuance settled on the blockchain, the establishment of one of the first tokenized gold trading platforms as well as helping financial technology and blockchain businesses get authorized through the FCA “sandbox”*

* Denotes experience prior to joining Goodwin.

  • Advised TA Associates together with Warburg Pincus on their investment in Epassi, a leading digital payments provider for employee benefits
  • Advised the FNZ Group Ltd on its acquisition of B2B fund platform, International Fund Services & Asset Management SA
  • Advised Arma Partners, a UK corporate advisory firm specialising in digital finance, on its acquisition by Mediobanca, an Italian bank
  • Advised a leading US private equity fund on ongoing matters in connection with its investment in a leading UK neobank and fintech company
  • Advised venture capital investors on their Series B investments in authorised payment institutions and technology enabled investment firms
  • Advised fintech companies on Series A and Series B investments by venture funds in their businesses
  • Advised private equity managers on the acquisition of investment in FCA and PRA authorized institutions, including JC Flowers and Bain Capital in their joint investment in the Co-Operative Bank, Siris Capital in its acquisition of the Equinity Group, and Alchemy Capital in its acquisition of a majority stake in Countrywide*

* Denotes experience prior to joining Goodwin.

Professional Experience

Prior to joining Goodwin, Dr. Henderson was a partner at Macfarlanes. Previously, he was a partner at Eversheds Sutherland. Before that he was a financial regulatory lawyer at Ropes & Gray and Clifford Chance, where he led the Clifford Chance Middle East financial services practice. Dr. Henderson is also a former Cambridge University college law lecturer.

Professional Activities

Dr. Henderson chaired the committee of legal experts that contributed to the “Dorman Assets Scheme: A Blueprint for Expansion Report” (2019). He also advised the UK Government on its response to expanding the dormant assets scheme in 2021 and provide advice to Lord Oates on the Financial Services (Fossil Fuel Exploitation) Private Members Bill 2022. He has had experience in advising and drafting financial legislation, regulation and regulatory rules for various governments and regulators, including entities in Abu Dhabi, Botswana, Brunei, Dubai, the DIFC, Morocco, Singapore, and the United Kingdom (Financial Services Authority).




Cambridge University


University of Johannesburg


University of Johannesburg


University of the Witwatersrand



  • Senior Courts of England and Wales
  • Attorney of the High Court of South Africa

Recognition & Awards

Dr. Henderson was recognized for excellence in the 2024 edition of The Best Lawyers in the United Kingdom and also recognized in Who’s Who Legal: Private Funds 2024.

Dr. Henderson has been recognized by the IFLR 1000 and Legal 500 UK, which stated that, “Andrew Henderson is outstanding. Always clear in his messaging, he is also a highly calming influence and a very steady pair of hands in many areas. His experience and pragmatism always shines through.”


  • Speaker, “The Regulatory Landscape for Fund Governance & the Changing Role of the Depositary: The Lawyers’ View,” NatWest Fund Governance Conference, May 25, 2023
  • Contributing Author, “Blackstone’s Guide to the Financial Services and Markets Act 2000,” (Second edition) Oxford University Press, 2010
  • Contributing Author, “Broker-Dealer Regulation,” (Second edition) PLI Press, 2022
  • Contributing Author, “Financial Services Law (5th edition),” Oxford University Press, Forthcoming
  • Contributing Author, “Gore-Browne on EU Company Law,” Lexis, 2020
  • Contributing Author, “Investment Adviser Regulation,” (Second edition) PLI Press, 2022
  • Contributing Author, “Islamic Finance Law and Practice,” (Second edition) Oxford University Press, 2010
  • Contributor to various publications since 2000, including the Butterworths Journal of International Banking and Financial Law and the Oxford Business Law Blog