Andrew Henderson

• Advised various fund managers and investment advisers on structuring their UK and European businesses, including the use of appointed representative and intra-group models, to minimise their regulatory exposure
• Advised a large asset manager on its compliance with FCA rules, including those under the SYSC, COCON, COBS, CASS and SUP modules of the FCA Handbook and co-ordinating a multi-jurisdictional survey of its obligations in Europe, Afric and the Far East
• 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
• Acted on three occasions as an FCA “skilled person” leading reviews of the businesses of two investment managers and a broker-dealer*
• 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, KOOS.io 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.