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Our award-winning M&A team, ranked Band One in Chambers UK 2023, is known for its strength in delivering successful M&A transactions in the financial services and insurance sector together with a specific compliance and regulatory due diligence advisory sub-practice.

As one of the largest corporate teams in the UK, we have the experience and resources necessary to run projects on extremely tight timescales. We understand that M&A activity is one of the most high- pressured processes for our clients but often pivotal for the growth of their businesses.

At any given time we are acting on a number of on deals involving insurance intermediaries, undertaking compliance due diligence and advising on regulatory issues arising from the transaction including dealing with the FCA change of control process.

As part of a full-service law firm with top-tier rankings in the legal directories across multiple specialisms, we can add real value to address any potential issues arising out of any M&A transaction to take the stress away from our clients and minimise disruption to their day-to- day business.

In the last few years we have:

• advised on approximately 100 intermediary acquisitions and disposals, including brokers, MGAs, ARs and other regulated intermediaries.
• advised on some of the most high profile acquisitions in the market.
• acted for a number of the market’s most acquisitive consolidators.
• advised on a number of private equity backed acquisitions.
• undertaken specific regulatory compliance due diligence and supported on FCA change of control applications and other regulatory complications arising from the proposed transaction.

We combine our strength as a commercial law firm with our experience and expertise in the financial services and insurance sectors. This means we’re able to provide an unrivalled commercial service to clients, including insurers, banks, brokers, managing general agents and FinTech and InsurTech business.

We are unrivalled in our understanding of the regulatory environment in which you operate. We bring this understanding to all of our commercial advice, whether relating to data, M&A, restructuring, employment or general commercial issues. We have particular experience advising on the terms of:

• TOBAs and binders
• TPAs and other outsourcing agreements
• AR, IAR and multiple principal agreements
• Software procurement and other technology contracts
• Marketing agreements

We keep abreast of all regulatory developments and have lawyers in all major disciplines who advise our financial services and insurance clients. In short, we understand our clients’ markets and speak your language.

All regulated bodies are expected to treat customers fairly and to consider fair outcomes in all of their dealings. We also understand that the FCA’s new Consumer Duty will apply to many of our clients, and that many of you will be subject to the Senior Managers and Certification Regime. Our work goes beyond commercial legal advice.

Through years of experience, we have developed a proven track-record in minimising your compliance and reputational risks, when faced with the ever-changing commercial and technical world in which they operate.

Our digital and sourcing team regularly advises insurance sector clients on high-value, complex commercial and technology transactions of a critical nature.

We provide strategic advice on all aspects of these transactions to protect our clients’ key priorities and aims. Our lawyers have experience advising organisations on the adoption of digital disruptive technologies, including dealing with the regulatory aspect of financial services, as well as the technology behind the use of cryptocurrencies, AI and dispute resolution support if transactions encounter issues.

We regularly advise clients on end- to-end technology, sourcing and the adoption of digital disruptive technologies across a wide spectrum of disciplines such as procurement of hardware and software, systems integration and builds, disaster recovery solutions, licensing and software development, new FinTech solutions and apps, digital disruptive technologies, crypto technologies, cloud computing, ERP and PSA transactions, mobile devices, e-commerce, cyber resilience, IT disputes and tech corporate transactions.

Our team of lawyers across our offices brings a wealth of experience advising on large-scale, critical, complex IT and sourcing transactions.

Working closely with clients’ compliance, legal and risk teams, we advise on all aspects of financial services regulatory supervision and enforcement, including becoming and remaining authorised or exempt, and related issues of fitness and propriety. These issues are also features of projects we’ve handled relating to governance and HR aspects of the senior managers and certification regime (SMCR).

Our ability to deploy expertise on a pragmatic basis means we’re regularly instructed to handle internal investigations, notifications and other reporting to regulators, including where a business has been subject to, or itself sought to effect, whistleblowing. We are often asked to advise our clients as soon as an issue or potential issue has arisen, in order for us to help our clients steer through what can be difficult territory with the benefit of privileged legal advice.

We also often advise on a pre- emptive basis, assisting our clients with their internal systems and controls, policies and procedures and contractual arrangements to ensure they are as robust as possible and minimise the risk of challenge.

Our clients include brokers, MGAs, insurers and other regulated or potentially regulated businesses. We’ve advised on numerous applications for businesses becoming authorised or exempt as appointed representatives. We also regularly advise on specific issues relating to broker M&A, including regulatory compliance diligence, change of control applications and advising on issues arising in the course of a transaction.

Our work in relation to the ‘controllers’ (change in control) regime, includes advising on which entities fall within the regime and on formulating business plans that meet regulators’ requirements. Features of this work are also shared with multiple projects we’ve handled for cross-border business post-Brexit.

Regulatory supervision and enforcement, and related processes on which we advise include risk mitigation programmes, skilled person reports, and complaints, including root cause analyses, customer redress and Financial Ombudsman Service (FOS) referrals.