Fintech
Keeping Pace with Fintech Over the last three decades there have been complex legal challenges at the intersection of technology and financial services. With each phase of innovation comes new customer expectations, evolution in the regulatory environment and a shift in the competitive landscape. Mayer Brown is proud to serve clients that are creating the new value chain, either converting disruption into opportunity or investing in strengthening the relevance of their business model. Our lawyers have outstanding knowledge and experience in technology and finance. They think strategically, and focus on adding value from concept to delivery. Our firm invests in the right people and resources to be ready for the next phase of innovation and fintech is no exception. The hyper cycles are getting shorter and everyone in the ecosystem, including lawyers, must be more flexible and innovative to compete. The regulators and policymakers are part of this ecosystem, as each jurisdiction tries to maintain its competitiveness, facilitating a lean new economy of open-access financial services. At Mayer Brown, we bring together teams of legal technologists, financial services regulatory and enforcement lawyers, intellectual property lawyers, banking & finance professionals and other experts to meet the challenges presented by this new reality. Our dealmakers are key in orchestrating progressive and successful strategies that liberate fintech businesses to act quickly and prosper in the evolving regulatory environments. Market leaders are quickly and effectively accessing technology, capitalizing on the value of creativity within their own business and beyond and preparing for a period of transformation. Change and risk go hand-in-hand, but our experience means we can help manage the risk landscape, which is also fluid, as cybersecurity, data handling and big data create new challenges to add to the old ones. Our fintech lawyers deal with a range of issues and projects, including: Banking Analytics Data management CRM Anti money laundering Digital only banks Finance P2P lending Commercial loans Crowdfunding Capital Markets Insurance Payments E-commerce P2P transfers Merchant solutions Mobile wallets Consumer finance P2P lending Robo-Advice Personal financial management Credit scoring Mortgages Crypto currency & blockchain Distributed ledgers Coins Wallets Exchanges Derivatives Privacy & cybersecurity Breach response Management of customer info Big data Intellectual property Licensing and approval Protection Why Mayer Brown? INVESTMENT IN KNOWLEDGE Our technical capability and industry understanding are second to none this is essential in this complex and fast-moving sector. Mayer Brown have always invested in knowledge, and we have a long-standing policy of bringing experienced figures from the financial and technological fields into the firm as well as several former government officials. This gives us a strong and first-hand practical familiarity with the issues faced by our clients, and means the legal and commercial strategies we create are firmly rooted in and created for the realities of the FinTech industry. GLOBAL REACH Our FinTech practice is truly global in scope. With a multi-disciplinary team of lawyers based across five continents, we have an on-the-ground presence in most of the world s key business, finance and regulatory centers. All of our lawyers have direct access to Mayer Brown s formidable resource base and internal networks, bringing our full international strength to bear wherever we work in the world. This global capability also provides the essential foundation for advising on the complex multi-jurisdictional matters in which many of our FinTech clients are involved. STRATEGIC APPROACH From niche start-ups to heavyweight multinationals, Mayer Brown understand how our clients businesses work. We take a strategic approach to advice, embedding our teams at the heart of operations so our legal and technical advice effectively contributes to overall business growth and development. Our deep knowledge of the FinTech sphere coupled with our technical understanding brings an essential commercial focus to the strategies we develop. QUALITY AND SERVICE Across all our operations, Mayer Brown are committed to quality and service. FinTech clients know they will receive seamless interdisciplinary advice from a bespoke team of experts, backed by market-leading resources. In this complex, competitive and fastmoving international industry, we believe we re an invaluable partner. ADDED VALUE We look to add value to all our client relationships, and our size and resource base means we have much to offer on top of our legal and commercial strengths. Across the regions we provide a platform to meet, network and catalyse relationships. We organise round tables, virtual discussions and publish thought provoking insights. We also always offer individually tailored pricing regimes so legal costs can be managed and controlled these may include fixed or capped fees and other alternative fee arrangements, depending on client requirements. 2 Fintech mayer brown 3
Intellectual Property Fintech is driven by innovation, and innovation needs to be developed, protected and exploited. Our multidisciplinary Intellectual Property team has the capacity to do so in any jurisdiction and has an outstanding international reputation to match. The technical background of many of our lawyers means we are good at dealing with complex technologies. We understand the details of what our clients do, as well as the related IP law this is invaluable for patent applications in particular. More broadly, we excel at working with clients to create a strategic plan for building and protecting IP assets that also anticipates future needs. When it comes to IP litigation and enforcement, we regularly represent our clients in most major courts and arbitration bodies around the world. We represent clients as plaintiffs and defendants in claims including patent infringement, unfair competition, trade secret misappropriation and IP-related antitrust violations. Mayer Brown was ranked by U.S. News and World Report s Best Law Firms as a Tier 1 firm across the board for IP Litigation, Patent Litigation, Copyright, Patent and Trademark Law. Business & Technology Sourcing Knowing how to negotiate the sourcing marketplace is a critical factor for many fintech enterprises. An effective approach to sourcing is often the best route to success, offering access to a level of skills and scaleability that could never be achieved through organic growth, ensuring innovative companies can stay at the cutting edge. Mayer Brown s Business & Technology Sourcing practice has more than 50 lawyers throughout the Americas, Asia and Europe; and has achieved the highest ratings from legal directories including Chambers and The Legal 500. Many of our people have worked either as in house counsel or in senior business roles for leading outsourcing and technology companies, so we know how to drive value and achieve the most competitive terms. Our fintech clients tell us that our advice saves them money and helps advance their business objectives. These two areas are the focus of our approach to sourcing transactions, from concept to contract and beyond. Sometimes this involves traditional approaches, but we are accustomed to pursuing creative, innovative strategies when needed. In addition, we have developed a market-tested library of precedents, methodologies and solutions to streamline contracting. We call this resource Market Advantage, using it to efficiently and effectively structure deals, protect critical client interests, align incentives and create lasting customer and supplier relationships. Finally, many sourcing transactions raise issues that concern other legal disciplines, such as tax, IP or cybersecurity and data privacy. Mayer Brown s breadth and depth of experience means we can always assemble the right team from across the firm to deal with every aspect of a sourcing matter. 4 Fintech mayer brown 5
Banking & Finance Mayer Brown s Banking & Finance practice is one of the firm s signature strengths. We have a global platform and an integrated practice that covers all the speciality skills our clients demand and fintech is at the heart of banking s evolution. As financial institutions become one-stop shops transactions increasingly combine a broader range of products, the importance of taking a creative but commercially-grounded approach to the use of fintech has never been more important. Game-changing innovations can open up great competitive advantage. However, they need to be carefully managed and strategically integrated into effective all-round business planning, while keeping matters on a sound regulatory footing both nationally and internationally. Few other law firms are able to match our all-around understanding and breadth of offering in banking and finance, so we are particularly well placed to work with our clients wishing to successfully integrate new technology into their operations. Since the digital revolution is here to stay, this is hardly an optional activity. Our Banking & Finance practice also provides the full range of services for fintech companies aiming to raise cash, finance real estate, structure equity holdings and so on. In all of these areas, our industry understanding and business acumen is underpinned by rock-solid legal knowledge. Capital Markets Investment in fintech has been growing at an impressive speed. Thanks to cloud computing delivery models, initial barriers for startups are generally low, and once a company has a promising concept on its hands there are increasing numbers of corporate, institutional and individual investors keen to finance growth and development. Mayer Brown s Capital Markets practice comprises more than 150 lawyers in the world s principal financial centers who regularly advise both issuers and underwriters in a wide variety of sometimes highly complex debt and equity offerings. We also have one of the largest structured finance practices in the world. We are a recognized leader in the execution of asset-backed securities and mortgage-backed securities, as well as asset-backed commercial paper, IP and whole business securitization, global ABS, CDOs and structured derivatives. Banks themselves are some of the biggest backers of fintech innovation, through VC funds and incubators. If your market is facing disruption, it makes sense to have a stake in the new reality plus, of course, many of the new fintech firms represent excellent investments, and banks are uniquely placed when it comes to sector diligence. Mayer Brown s knowledge, experience and global platform means we are perfectly placed to bring both sides together in this increasingly busy marketplace, focusing on the business objectives of our clients, managing the risks inherent in financing transactions and using all our considerable resources with maximum efficiency. 6 Fintech mayer brown 7
Cybersecurity & Data Privacy Fintech is creating new opportunities every day, but with every new opportunity comes a new risk. This is particularly true when it comes to cybersecurity and data privacy. The landscape is developing more rapidly than ever before, and the threats to businesses critical information and assets as well as to their bottom lines are only increasing. Regulation is also evolving fast in an attempt to keep up with the technology, making it essential both to stay up to date and to anticipate the future. Mayer Brown offers our fintech clients technical knowledge, strategic thinking and practical legal advice concerning the threats they face and how to address them. Broad and deep knowledge is needed to offer a comprehensive tailored service in this complex area. Our practice brings together more than 50 lawyers from disciplines including litigation, regulatory, corporate, government affairs and global trade, IP, enforcement, employment, insurance and business technology sourcing. Whether our fintech clients require proactive advice on an enterprise-wide privacy framework, counsel on international data transfers, or urgent assistance in responding to a data breach in multiple jurisdictions, they know that our integrated teams will be there working alongside them. 8 Fintech Private Equity Fintech is a major growth area for private equity, and we are seeing increasing numbers of specialist funds seeking returns in the sphere. Mayer Brown s Private Equity practice is partner to many and has unparalleled global reach and a client-focused approach that allows us to offer integrated advice on complex matters worldwide; from initial acquisition to exit transactions and related activities. We work with a wide range of fintech fund structures, including traditional private equity funds, captive funds, pledge funds, VC funds, funds of funds, and debt and mezzanine funds. In addition, we regularly represent portfolio companies and management teams in a wide range of private equity transactions. We have unsurpassed experience in representing private equity clients in leveraged buyouts, follow-on acquisitions, public-to-private transactions, seed and growth investments, special situations, and all forms of exit transactions including auction sales, recapitalizations and IPOs. In a field as fast-moving as this, depth, breadth and responsiveness are all critical when it comes to gaining a competitive edge and they re the key reasons our fintech private equity client base is growing all the time. mayer brown 9
Consumer Finance From mobile payments to cryptocurrencies and crowdfunding, fintech is augmenting the world of consumer finance. At the same time, regulators are racing to keep up and ensure that the public remain protected. Thanks to our firm-wide policy of employing lawyers from government as well as those with industry experience. Mayer Brown is uniquely positioned to help fintech firms negotiate a successful path through the swiftly evolving landscape. Fintech firms involved in consumer finance face a range of potential pitfalls, including engaging in jurisdictions without the proper licenses, on-boarding customers without appropriate due diligence, processing transactions with entities or into jurisdictions that present terrorist financing or sanctions compliance risks, or providing transactional formats that can expose systems to hacking or data invasions. Our teams have the knowledge to safely deal with the risks, but also the responsive capacity to limit the damage in the event that a client faces regulatory enforcement action. Mayer Brown are at the forefront of the debate over new fintech regulatory policies, particularly in the consumer finance field. Our US partners include former members of Congress and administration officials, and their knowledge, together with the firm s legal knowledge, is frequently called upon by our Government Relations lawyers when we lobby and advise on new legislation. Tax Tax is an interesting area from a fintech perspective. On the one hand, many fintech companies are launching taxable services, and Mayer Brown is well placed to ensure the legal and regulatory aspects are properly handled. On the other, the companies themselves can make great gains from careful management of their own tax affairs and again, Mayer Brown is on hand to help maximize commercial advantage. By definition, fintech is concerned with new ideas, disruptive practices and innovative business structures. All of these can cause complicated tax issues, from multijurisdictional operations and international compliance to client money, bitcoin audits and a host of other challenges. Our Tax practice covers every aspect of corporate, partnership and individual taxation around the world; while our sub-practices include transactions, consulting and planning, audits, administrative appeals and litigation, transfer pricing and government relations. our bredth of capabilties provide the essential solid foundation in a fast-moving and complex environment. In commercial terms, fintech startups in particular can benefit from a range of tax incentives, while established firms are also often eligible for support in areas such as R&D. Our award-winning team works alongside our fintech clients, taking a strategic and commercial approach to ensure their corporate structures and operational practices offer them the greatest possible tax benefit, wherever they are and whatever they do. 10 Fintech mayer brown 11
Financial Services Regulatory & Enforcement Perhaps the biggest barrier to success for fintech firms and investors is compliance. A clear understanding of the regulatory landscape is often the key to identifying an opportunity to innovate or a vacuum to fill. When clients can see an opportunity then it is down to the clarity of vision and Mayer Brown s Financial Services Regulatory & Enforcement Practice has the capability and experience to help identify the line of least resistance and reduce downstream costs. Their insights can help clients forsee how dynamic regimes might respond and protect investment, while their global outlook can assist in rolling out a product across jurisdictions. Digital technology may mean you can scale as fast as you like when things go viral, but momentum can be lost if the right to trade has not been secured. We help financial institutions structure and expand operations to take advantage of new opportunities, identify and shape emerging legislative and regulatory policies, and develop compliance and internal investigation strategies. We also manage relationships with financial regulators; assess legal, regulatory, enforcement and reputation risks; as well as resolve complex legal, financial, operational and strategic issues. Globally, our experience and industry knowledge, combined with the diverse skills of our lawyers, allow us to vigorously represent our clients before regulatory bodies and in formal legal proceedings. We are also experienced in transactions and regulatory activities that present complexities unique to the financial services industry, including: 12 Fintech Regulatory and compliance-related requirements of establishing, operating and managing various investment schemes and structures Cross-border regulatory compliance and enforcement matters Strategic advice and assistance in connection with inspections and investigations by regulators Internal investigations Enforcement proceedings by regulators and linked litigation Mergers and acquisitions Joint ventures and strategic alliances Stock/asset acquisitions or dispositions Capital and corporate structure changes Anti-money laundering and anti-bribery and corruption investigations Investment in, and distribution of, securities, commodities, insurance and derivatives. mayer brown 13
Representative Experience Mayer Brown represents a broad range of clients in the fintech sector, from innovative start ups to some of the biggest corporations in the world. Our multidisciplinary, multijurisdictional practice brings the full resources of the firm to every kind of challenge and opportunity our clients encounter. These are just a few examples of our recent work. AMERICAS Advised RBS s management in the 1.7bn private equity buyout of RBS s global payments processing unit by Advent and Bain Capital. Advised a virtual currency exchange on applicable regulatory and licensing requirements in connection with the possible expansion of its business to US customers. As part of this project, we addressed the US anti-money laundering requirements for money services businesses and the FinCEN registration requirements. Advised a large US-based telecommunications company in connection with the potential creation of a new and expansive mobile payment network offering credit, debit and prepaid functionality through a telephone handset along with the ability to make person-to-person payments to other network users. Represented Tesch Group in the acquisition of mediafinanz AG, a provider of online-based debt collection solutions, from three investment companies held by the founding shareholders. Represented International Finance Corporation, the private equity arm of The World Bank Group, in its investment in DineroMail, Inc., a leading internet payment solution in Latin America. Advised a global financial institution on its investment in, and the terms of its engagement, with a Fintech start-up developing technology to enable collateral management between trading counterparties. EMEA Advised a consortium of nine global banks on the creation of a utility to manage collateral margining functions to be outsourced by the banks. Advised a major insurance conglomerate in connection with the negotiation of broad framework agreements with leading offshore service providers. Advised a global financial institution on its investment in, and the terms of its engagement,with a fintech start up developing technology to enable collateral management between trading counterparties. Advised a global bank on the engagement of two service providers to create a Foreign Account Tax Compliance Act classification rating solution. Acted for the London Metal Exchange on numerous technology procurement projects, including setting up a new settlement platform, licensing of matching technology and infrastructure outsourcing. Advised a global bank on its investment in a fintech company developing user interface facial recognition technology. ASIA Advised a global financial data and media service provider in relation to telecom, privacy and financial industry regulation in China, Hong Kong and Vietnam. Our advice covered various cutting-edge financial products, platforms and data services offered to clients in the region. Acted for the National Stock Exchange (NSE) of India in the cross-licensing of indices with the CME Group. This allowed NSE to develop a retail market in London for futures settled against CME indices, while enabling CME to develop a retail market outside India for futures settled against NSE s indices. Advised a leading financial institution on its mobile payment offering; advised on the outsourced development of the mobile payment app; and advised on regulatory issues, privacy and cybersecurity issues. Advised a leading retailer in Hong Kong on its adoption of mobile payment solutions in its malls across Hong Kong. Advised a leading insurance company on data centre deals in Hong Kong. 14 Fintech mayer brown 15
About Mayer Brown Mayer Brown is a global legal services organization advising clients across the Americas, Asia, Europe and the Middle East. Our presence in the world s leading markets enables us to offer clients access to local market knowledge combined with global reach. We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world s largest companies, including a significant proportion of the Fortune 100, FTSE 100, CAC 40, DAX, Hang Seng and Nikkei index companies and more than half of the world s largest banks. We provide legal services in areas such as banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory and enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management. Please visit www.mayerbrown.com for comprehensive contact information for all Mayer Brown offices. Mayer Brown comprises legal practices that are separate entities (the Mayer Brown Practices ). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown Mexico, S.C., a sociedad civil formed under the laws of the State of Durango, Mexico; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. Mayer Brown and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions. 2016 The Mayer Brown Practices. All rights reserved. Americas Asia Europe Middle East www.mayerbrown.com 2046ten