Andrew Henderson

Andrew Henderson is a partner in Goodwin’s Private Investment Funds and Financial Industry practices. He has over twenty years of experience advising financial and other institutions on financial services regulation and risk management and, more recently, a focus on fintech and cryptoassets.

Dr. Henderson’s core practice includes advising fund sponsors and investment managers, broker-dealers and technology providers on various issues and projects under UK and EU law, working closely with colleagues in Goodwin’s EU offices. His work includes advice on the scope and application of regulation, authorization, outsourcing and delegation, governance and senior management accountability, regulatory capital and sustainability disclosures and ESG governance. Dr. Henderson also supports on distribution and product governance, particularly for private funds and advises firms on ongoing matters, including conflicts of interest, inducements, the fiduciary duties of investment managers, client money and client assets, the trading and reporting of financial instruments, market abuse, and aspects of financial crime.

He has also worked on regulatory change projects, including the extension of regulation to Investment Firms Prudential Regime implementation, and has acted as an FCA “skilled person” on three occasions in the review of matters connected with investment managers.

Dr. Henderson’s practice includes advice on crypto-assets and counsel to businesses using distributed ledger technology to deliver financial services and advice in connection with e-money and the application of financial services regulation to technology companies.

He also counsels clients, especially private funds, on investments in FCA and PRA authorized financial institutions, advising on prudential rules, capital structuring, and regulatory clearances.

Financial Services Regulation Experience

• Advised FCA and EU authorized managers on group structuring issues under the IFPR and the EU IFR, the treatment of guarantees and capital and remuneration structuring
• 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 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 and Alchemy in its acquisition of a majority stake in Countrywide*

Fintech Experience

• Advised foundations on the regulatory treatment of issuance and offering 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 a leading crypto-exchange on the use of derivatives for hedging exposures to BC and ETH
• Advised the administrators of Wirecard AG on the regulatory aspects of the administration of Wirecard Card Solutions, including advice on FCA processes and rules on safeguarding of funds under the E-Money Regulations*
• 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

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.

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.

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,” (2nd edition) Oxford University Press, 2010
• Contributing Author, “Broker-Dealer Regulation,” (Second Edition) PLI Press, 2022
• Contributing Author, “Financial Services Law (4th edition),” Oxford University Press, 2018
• 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,” (2nd 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