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.

Dr. Henderson’s core practice includes advising fund sponsors and investment managers, broker-dealers and technology providers on various issues and projects. He guides clients on perimeter issues, authorization and variation of permission, outsourcing and delegation, including issues arising from Brexit. He counsels firms that need support with governance, senior management accountability and regulatory capital, and supports distribution and product governance, particularly for private funds. He advises on conduct of risk issues, including those in connection with conflicts of interest, inducements and the fiduciary duties of investment managers. Dr. Henderson has also worked on regulatory change projects, including the Investment Firms Prudential Regime implementation and the transition from LIBOR.

Dr. Henderson also counsels clients, especially private funds, on investments in FCA and PRA authorized financial institutions, advising on prudential rules, capital structuring and regulatory clearances. He also advises on the trading and reporting of financial instruments, market abuse and aspects of financial crime. 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.

Areas of Practice
Domaines D’Expertise





  • Acted as an FCA “skilled person” on three occasions in the review of investment research and brokerage commissions, the client money arrangements and governance of the foregoing*
  • 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*
  • 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 investment managers on distribution and product governance issues under UK and EU rules implementing the AIFMD, IDD and MiFID II, including EU and UK fund managers looking to access the UK and EU, respectively, after Brexit*
  • Advised family offices and other private investors on investments in crypto-assets and regulated and unregulated crypto institutions on their obligations to register with the FCA*
  • 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

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.


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.”

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Ph.D., Constitutional and Administrative Law, 1999
Cambridge University
LL.M., Constitutional Law and Human Rights, 1996
University of Johannesburg
LL.B., 1995
University of Johannesburg
B.A., 1990
University of the Witwatersrand



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