FINANCIAL SERVICES SECTOR

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1 FINANCIAL SERVICES SECTOR

2 FINANCIAL SERVICES OVERVIEW DLA Piper s Global Financial Services sector is comprised of hundreds of experienced lawyers across our practices and locations. We have the resources to represent clients in large banking and commercial transactions, as well as to meet their needs in regulatory, public policy and enforcement areas. Our lawyers are located in all the major capital markets and in the regulatory centres of Washington, DC and Brussels. The Global Financial Services sector has been the object of unprecedented change, challenge and scrutiny in recent years. Expanding into new markets and technologies, coping with tighter regulatory framework and scrutiny, keeping up with pressure to increase profits and controlling costs. We understand the financial services industry, the challenges it faces and possess the knowledge to effectively serve it. Our market leading experience, deep financial services sector knowledge together with our Global reach is what sets us apart from our competition. RECOGNITIONS TMT Firm Specialism of the Year FinTech (Legal 500, 2018) Law Firm of the Year: Finance Restructuring (Legalcommunity Finance Awards 2017) Stand Out Commendation Innovation in the Business of Law (Financial Times Innovative Lawyer Awards, 2017) Second most favourable and recognised legal brand in the world (Acritas, 2017) Ranked #1 for the number of Global M&A deals for the eighth consecutive year (Mergermarket) Named as one of the top five Most Tech-Savvy Law Firms (BTI Consulting, 2017) 02 Financial Services Sector

3 OUR SERVICES Corporate Employment Litigation, Arbitration and Investigations Restructuring Intellectual Property and Technology Finance Financial Services Regulatory FinTech Tax Real Estate KEY CONTACTS FRANK SCHWEM PARTNER Global Co-Chair, Financial Services Sector VINCENT KEAVENY PARTNER Global Co-Chair, Financial Services Sector T frank.schwem@dlapiper.com T vincent.keaveny@dlapiper.com 03

4 CORPORATE We are widely recognised as a Global leader in the market, consistently executing more deals than our competitors. For the eighth consecutive year, DLA Piper earned the top legal advisor ranking globally for overall M&A deal volume in 2017 (Mergermarket). The firm was involved in more than 550 transactions worldwide valued at approximately US$102 billion; a figure unrivalled by any other law firm. EMPLOYMENT Our Employment group is a market-leading Global practice with a strong reputation for delivering solutions-based advice and supporting clients in the day-to-day management of their people, legal issues and risk. Our practice covers all areas of employment, from the conduct of employment tribunals and day-to-day advice to high-level strategic support and change management. Our award winning Corporate practice offers clients transactional experience that is deep and varied and covers: Acquisitions and disposals, including recommended and hostile takeovers; flotations and fundraisings; exchange listings and equity and debt securities offerings; corporate governance; private equity; public to private; joint ventures; funds and employee incentive arrangements. A complete range of services in the consumer financial services area including: the drafting of relevant agreements (regulated and unregulated by the Consumer Credit Act); licensing; advertising and advice on miscellaneous technical issues, together with advice on termination of regulated agreements and claims associated with them. Our financial services clients range from large retail banks, investment banks, asset managers, stock exchanges and consumer credit organisations to Global financial institutions. Many of these clients have international networks and our Global reach ensures that we can work in partnership with them to drive consistency across their groups as well as deliver cost savings and cost certainty. We have an international team of pensions lawyers working on ground-breaking deals as well as transactional support work for financial services clients. The greater part of the team s work is undertaken on behalf of its pensions clients, which include employers as well as trustees. We also provide advice for insolvency practitioners, institutional investors and other participants in the pensions industry on issues such as: Senior employee and boardroom issues; strategic support and project work; remuneration and corporate governance issues; Global mobility; equality and diversity; litigation and dispute resolution. 04 Financial Services Sector

5 LITIGATION, ARBITRATION AND INVESTIGATIONS We are experienced in handling large and complex claims Globally and are regularly instructed by some of the world s largest financial institutions in relation to complex and sensitive disputes. With one of the largest, dedicated regulatory groups of any law firm our Global disputes team is consistently ranked at the top of 'The Lawyer s Global Litigation Market survey' for providing a complete service that addresses regulatory issues and reputational risk. Skilled at managing large, multi-disciplinary teams across international borders that span the lifecycle of a dispute from investigation through contentious regulatory proceedings to litigation or arbitration, our knowledge is drawn from the sector and its key regulators. We regularly represent multi-jurisdictional banks and financial institutions on a range of disputes at tribunals around the globe and we are proud to be the founding sponsors of the PRIME finance arbitration and mediation tribunal programme, established in the Hague, to resolve disputes relating to complex financial transactions. We also oversee the investigation and prosecution of civil and criminal fraud as well as tracing misappropriated assets across national borders, regularly assisting financial institutions in responding to freezing and disclosure orders and defending them against direct allegations of fraud

6 RESTRUCTURING Our Global Restructuring Group is one of the largest in the world with 200 lawyers across the Americas, Asia Pacific, Europe and the Middle East. We have the knowledge, experience and resources to address our financial services clients restructuring and insolvency needs on a national and international basis. Our restructuring lawyers on the ground around the world have an in-depth knowledge of their local financial services markets and the associated challenges our clients face, making us the first choice for complex global mandates. The Group has a proven track record in being able to deliver on multi-jurisdictional restructurings which utilise our geographical breadth. Portfolio solutions We have a lengthy track record of advising investment and clearing banks on restructuring options for their financially distressed clients. We also advise stakeholders on all matters relating to financial services organisations in underperforming and distressed situations. Disposals, including pre-packaged solutions Contentious restructuring Distressed debt and claims trading and investment Financial restructuring Formal insolvency procedures and office holders conduct and regulation We advise clients on more than just traditional restructuring and insolvency assignments. With our full-service capability across the globe, we are particularly well-placed to advise clients on special situations engagements which routinely require specialist advice from a range of legal disciplines. We pride ourselves on developing cutting edge, innovative restructuring solutions for the financial services sector that deliver real commercial results. Distressed M&A Corporate restructuring and reorganisation International restructuring strategy 06 Financial Services Sector

7 INTELLECTUAL PROPERTY AND TECHNOLOGY DLA Piper is one of the most widely recognised advisers across the full range of commercial, intellectual property, privacy, sourcing and technology law services for banks and financial institutions worldwide. As organisations continue to develop and protect their innovative technologies, brands, products, data and services around the globe, intellectual property and technology law is increasingly at the centre of major business transactions and strategic disputes. Our dedicated IPT team are highly regarded for their information technology and strategic sourcing experience, having advised a number of the largest financial services institutions. DLA Piper has been named as one of only seven law firms in the International Association of Outsourcing Professional s Top 100 list of providers/ advisors. Additionally, our Global team of privacy and data security lawyers are well versed in the particularities of the Financial Services sector when advising on data losses and breaches, privacy and marketing governance, policies and processes, Big Data, cross border transfers, regulatory interventions and records retention. We also have team members with experience across a range of unique and complex issues including: acquisition, protection, enforcement and exploitation of IP rights; management of IP portfolios; licensing and assigning patents, trademarks, computer software, domain names and other IP rights; patent, trademark, copyright and design infringement matters and legal proceedings; advertising; franchising; commercialisation of technology products; distribution, licensing and agreements

8 FINANCE DLA Piper advises on all aspects of financing across the Financial Services sector. Our Global Finance team offers market leading insight into areas of finance, representing leading investment and commercial banks, public and private companies, and regulatory authorities that actively help shape the market. We have dedicated teams working in each major jurisdiction across the world. Our extensive network allows our clients to tap into the deep resources of our Global organisation, taking advantage of our lawyers understanding of the particular legal risks and business opportunities that prevail in all major world markets. We have experience in providing advice and representation to the Financial Services sector in the following areas: DEBT FINANCE Our Debt Finance team offers a wealth of expertise with the capacity to undertake complex deals in exacting timescales. With offices in each of the main financial centres across the world, we are able to access practiced transactional advice in multiple jurisdictions to support our clients on both local and cross-border levels. REAL ESTATE FINANCE We have a core team of dedicated real estate finance lawyers, who work closely with a broader real estate sector team comprising over 350 real estate lawyers across the globe. We act for a balance of borrower and lender clients, enabling us to offer an all-inclusive market offering. FINANCIAL MARKETS Our Financial Markets practice encompasses a deep bench with significant substantive experience in a broad range of structured debt, complex capital markets and derivative transactions. Our team has extensive experience in asset backed structures and is a leader in areas such as auto securitisation. We also advise on property structured finance including CMBS and RMBS and have deep expertise in CDOs and CLOs. ASSET FINANCE We work with our clients to develop new products as well as working with a wide range of structures including operating and finance leases, structured tax based leases, export-credit financing, asset portfolio sales and purchases, leasing company acquisitions, Islamic finance structures, debt capital markets, pre-delivery payment financings and residual value arrangements. STRUCTURED TRADE & RECEIVABLES The knowledge of DLA Piper s dedicated International Trade and Commodities Finance team coupled with its Global footprint ideally positions it to serve our clients, whether banks, borrowers, ACPs or sovereigns, irrespective of their location. We advise banks, borrowers and ACPs on the full spectrum of both buyer and supplier-led receivables finance products. PROJECT FINANCE Our team of project finance lawyers deliver sound and innovative solutions to clients on all aspects of energy or infrastructure assets or projects. We advise on important transactions in the power, renewable, oil and gas, infrastructure and transportation sectors, and many of the deals we have closed have won awards in their categories for the innovative nature of those financings Financial Services Sector

9 FINANCIAL SERVICES REGULATORY Our Global Financial Services regulatory team offers dedicated legal knowledge and practical advice on a wide range of issues, and helps those operating in financial services markets to structure and manage their businesses to comply with increasing regulatory requirements in the most efficient way. Our lawyers are located in all the major Global regulatory centres and we also represent clients in higher risk and growth markets. Our experience is drawn from industry and former regulators and we provide a complete service to address regulatory risk and the team offers a wide range of advisory services, coupled with knowledge on financial servicesrelated contentious legal matters. We also have know-how in dealing proactively with the regrettable rise of financial crime and fraud. The team regularly undertakes internal regulatory investigations for both wholesale and retail firms and assists clients with selfnotification issues, responses to supervisory enquiries and investigations by the enforcement divisions of regulatory bodies, and we appear before the various regulatory tribunals, committees and panels when action is taken. Experience in the Financial Services Regulatory team covers: senior management and approved persons obligations; authorisations and permission to conduct regulated activities; financial promotion; customer and investment transaction documentation; terms and conditions of business; collective investment scheme arrangements; systems and controls, compliance manuals and procedures; requirements relating to client money and assets; mortgage and general insurance mediation; outsourcing in the financial services sector; treating customers fairly and other thematic work; MIFID and COBS; regulation of payments services; advice to boards and Senior Management regarding threatened regulatory intervention; market misconduct including market abuse and insider dealing; mis-selling and other sales practice related complaints in the retail sector; obligations of listed companies and announcements to the market and related enquiries from listing authorities around the world

10 FINTECH DLA Piper is one of the leading Global law firms advising clients on all aspects of the FinTech Sector on everything from new FinTech platforms to disruptive FinTech models and the protection of technology driven products. We also advise established players on harnessing and leveraging technological innovation. Technology is redefining the Financial Services sector and, in particular, the delivery of consumer finance. New entrants are confronting banks and traditional consumer finance providers with the difficult choice of either changing fast and accepting the associated costs relating to embedded technology and physical infrastructure, or losing business to more technologically advanced competitors. FinTech challenges traditional ideas but also provides an opportunity for existing market participants to diversify their product range, improve efficiencies and reach a wider consumer base. Funding FinTech FinTech Start-up Work Product Development and Launch FinTech Platforms Digital and Digital Transformation AREAS OF EXPERTISE Payments and Payment Services InsurTech Blockchain and Smart Contracts New Model Finance/ Crowdfunding FinTech M&A/ Corporate Work FinTech Regulatory Focus 10 Financial Services Sector

11 TAX Our tax clients benefit from our ability to develop appropriate and bespoke tax arrangements. As part of a Global network of more than 350 tax lawyers and economists in offices throughout Europe, Asia and the United States, the Tax team handles a range of international matters and Global tax planning. We advise on a wide range of tax issues, ranging from inward and outward investment, private equity deals, structuring for corporate and real estate acquisitions and disposals, VAT and excise tax, FATCA, transfer pricing planning and documentation through to private wealth, executive and employee compensation packages. We have wide experience of offering tax advice to the Financial Services sector. We regularly advise a number of major banks, and other businesses in the Financial Services sector on various aspects of their operations ranging from tax regulatory matters, the taxation of financial transactions, structured finance transactions, corporate investments and the outsourcing of functions, through to executive remuneration tax planning. REAL ESTATE Real estate has emerged as an attractive long-term investment for investors seeking diversification and stable yields within an uncertain economy. Our Global team of 500 real estate lawyers assists clients throughout the entire life cycle of their investments, wherever in the world business takes them. We understand the business of real estate, and that understanding is fundamental to our reputation as multidisciplinary deal facilitators. Our team has been recognised as Global Real Estate Firm of the Year by The International Who s Who of Business Lawyers for the ninth consecutive year. We have also advised numerous financial institutions on their own Global portfolio of premises including offices, data centres, branch networks and ATM s. In an environment where technology plays an increasing part in delivering financial services to customers, we assist our clients to devise the right portfolio which has included detailed exit strategy and branch closure programmes. We have also completed some of the largest property deals in financial centres around the globe, from one-off office buildings through to portfolio transfers and in response to regulatory requirements we are also providing property advice to clients as they ring fence their investment and retail businesses. We offer a full range of services in areas including acquisitions and disposals, construction, financing, land use, planning and development, leasing, environmental law, insurance and tax. Our clients benefit from our significant experience in orchestrating complex, long-term projects that involve drafting documentation, facilitating negotiations, navigating legal and regulatory issues and, when necessary, litigating on their behalf

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