Andrew Henderson

• Advised various private equity, venture, credit and real estate fund managers and investment advisers, including Access Capital Partners, Bregal, Cordet, Charlesbank, Duke Street, DWS Group, Endless, ETF Partners, Glenmont Partners, Plural Capital, Staude Capital, TA Associates, Stride VC, Towerbrook, and Webster Equity Partners, on regulatory and risk matters, including:
  • structuring their UK and European businesses, including the use of appointed representative and intra-group models, to minimise their regulatory exposure
  • 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
  • steps necessary to distribute funds and investments to retail investors to employees, friends and family and other retail investors, including compliance with PRIIPS disclosure requirements and the FCA consumer duty
  • 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
  • senior manager accountability and certification staff issues, including reporting to the FCA and connected employment and internal investigation issues - this includes advising investors in FCA authorised businesses with SMCR issues
  • group structuring issues under MIFIDPRU and the EU Investment Firms Regulation, the treatment of guarantees and capital and remuneration structuring
  • the trading of securities and the control of inside information under MAR, including advice on insider procedures
  • general compliance matters including those connected with anti-money laundering, privacy and data protection, conflicts of interest, and regulatory and transaction reporting obligations
  • the regulatory aspects of disputes between partners, including SMCR and conduct issues and regulatory reporting
  • The treatment of loans under consumer finance laws made to employees and related parties
• Advised Allspring Global Investments on its compliance project, including compliance with the SYSC, COCON, MIFIDPRU, COBS, CASS and SUP modules of the FCA Handbook and co-ordinating a multi-jurisdictional survey of its obligations in Europe, Africa and the Far East
• Advised FCA authorized firms on regulatory change, including Investment Firms Prudential Regime and MIFIDPRU, MiFID 2 and the Senior Manager and Certification Regime (SMCR) implementation, and specifically updating and creating client documentation, internal governance and compliance processes and third-party supply agreements.*
• Advised FCA and EU authorized firms on compliance with CASS custody, CASS client money, and related legal obligations, including advice and representation in the course of regulatory investigations, including into Barclays Bank PLC (2015), and inquiries and acting as a “skilled person” on three occasions on joint appointments by the firm and the FCA*

* Denotes experience prior to joining Goodwin.

Fintech And Financial Services Advisory

• Advised lenders, platforms, payment and e-money firms and providers of services to financial institutions on the application of UK and EU regulation and powers of regulators, including:
  • The administrators of Wirecard on the application of UK regulation, including the E-Money safeguarding rules, FCA guidance on directors and FCA supervision and enforcement powers*
  • Various customers of Silicon Valley Bank (UK) on their rights and the processes under UK banking law and regulations connected with the Bank’s failure
  • The VC representative non-executive director of a UK e-money firm subject to the FCA special administration regime on regulatory and director’s duties and notifications to the FCA
  • The providers of trading technology applications on whether their activities are regulated in the EU and UK and the steps to mitigate regulatory risk
  • A distressed fintech lender on its wind-down plans and interaction with the FCA and the subsequent investment structured to be compliant with FCA regulatory MIPRU capital rules
  • Trip Adviser and other payment services providers and businesses on cross-border business into the UK and EU, including advice on strong customer authentication under PSD2, governance and structuring, and FCA authorisation requirements
  • A leading airline and other vendors on their arrangements with payment services providers, including their roles as appointed representatives or PSD/EMD agents
  • 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)
  • Providers of insuretech cyber solutions on marketing their services in the UK, including advice on application of rules implementing the Insurance Distribution Directive
  • The providers of an app-based API services, including an app that determines a user’s “carbon footprint” on the application of payment services regulation

Fintech Financing and Investment Transactions

• Advised venture capital investors on the regulatory aspects of their investments in authorised payment institutions and technology enabled investment firms, including:
  • General Catalyst on its investment in Lean Technologies, a Middle East open banking platform for banks and fintechs
  • DST Global on its investment in Revolut Limited, a UK authorised bank
  • Balderton Capital and DST Global on their investments in Zego, a technology enabled insurance company
  • Kinnevik Capital on its investment in Mews, a leading vertical software and payments solution for hotels
  • Unusual Ventures on its investment in Paytrix, a fintech payments and API services provider
• Advised fintech companies on investments by venture funds and other investors in their businesses, or investments made by those businesses, including:
  • Experian, a multinational data broker and consumer credit reporting company, in various transactions and investments*
  • Money Farm, an online investment manager, in an advanced financing
  • Freetrade, one of the UK’s fastest-growing subscription-based investment platforms, on regulatory aspects of its acquisition by IG Group
  • Fundment, an investment platform for investment advisers, in a Series B financing
  • Volt Technologies, a virtual payments business, in an advanced financing

Digital Assets and Blockchain Advisory

• Advised on the first successful Initial Coin Offering in the UK.*
• Advised on, 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”*
• Advised issuers and managers on tokenisation and marketing of real-world assets, including fine wine, real estate funds and limited partnership interests
• Advised Hivemind Capital on the structuring and regulatory classification of an NFT offering in the UK
• Advised Web 3 application providers on the treatment of the offering of its services in the UK, including under the financial promotion regime and UK Money Laundering Regulations (MLR)
• Advised a Web 3 innovation network on options for trading tokens held in treasury and assisting it with the structuring and documentation of arrangements, including the granting of security
• Advised Web3 firms, including tokenization development firms and gaming companies, and foundations on the regulatory treatment of their network tokens and distribution issues under UK and EU law, including exchange admission requirements under the Markets in Crypto Assets Regulation (MiCA)
• Advised a leading decentralised oracle network on various UK and EU regulatory issues, including the treatment of staking and the offer of on-chain rewards and aspects of establishing a UK business
• Advised an execution only crypto ECN, on the initial stages of the establishment of its business in the UK, including compliance with FCA financial promotion rules and registration under the UK MLR
• Advised crypto venture fund managers on the impact of and compliance with the MiCA by EU crypto exchanges and stablecoin issuers, including market abuse requirements, in which the fund is looking to invest
• Advised Galaxy Digital on various regulatory matters, including advice on hedging exposures to BC and ETH

* Denotes experience prior to joining Goodwin.

• Advised private equity managers and other financial services firms on the structuring of the acquisitions and sales of financial services businesses, including advice on prudential consolidation, governance options, due diligence, risk mitigation, post acquisition distributions and restructuring, and securing regulatory clearances. This has included advice to:
  • 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, Pollen Street Capital on various investments in FX and payment services businesses*
  • Leonis Partners, an international investment bank, on regulatory aspects of its merger with the Jordan Edmiston Group
  • ICG on aspects of its investment into Hakim Group Hakim Group partners with ICG to accelerate growth plan - ICG
  • TA Partners on funds regulatory aspects of its acquisition of SmartTrade, a business that enables customers to develop their trading and electronic payments activities, from HG Capital, Keensight and other financial investors
  • Broadstone, a UK provider of specialist pensions, trustee and employee benefits solutions on regulatory aspects of its strategic growth investment from Lovell Minnick Partners
  • Capitolis, a fintech that provides capita marketplace and portfolio optimisation services, on regulatory aspects of its acquisition of Capitalab
  • HG Capital on regulatory aspects of its sale of Dext to IRIS Software, uniting two sector-leading cloud-based platforms
  • Boyd Waterson Asset Management on regulatory aspects of its combination with Amber Infrastructure Group Holdings Limited
  • LGT Capital on regulatory aspects of its investment in Azets Milne Craig, a wealth management firm, and various follow-on investments in financial services entities
  • TA Associates together with Warburg Pincus on their investment in Epassi, a leading digital payments provider for employee benefits
  • The FNZ Group Ltd on its acquisition of B2B fund platform, International Fund Services & Asset Management SA
  • Arma Partners, a UK corporate advisory firm specialising in digital finance, on its acquisition by Mediobanca, an Italian bank

* Denotes experience prior to joining Goodwin.