Regulatory & Compliance Lawyers

Our team has many years of experience working with a variety of different types of businesses across a range of sectors.

Recent Experience:

• Drafting, negotiating and advising on savings agreement under which £4 billion worth of savings were invested (white labelled savings product).
• Drafting and negotiating terms of business agreements with various acquisitions and immediate AIM placings.
• Advising on, what was at the time, the UK’s largest ever transfer of home insurance business and simultaneous negotiations with 10 insurers.
• Herrington Carmichael LLP’s regulatory team advised the stakeholders of a large Norway based investment fund in connection with its buyout of the majority shareholder in the UK based, FCA authorised firm in which it held a minority position.
• Advising an insurance broker in relation to Consumer Credit Act implications of offering payment of premium in monthly instalments.
• Advising on and managing the legal aspects of a project to create and roll out a white labelled insurance product across 12 countries in EMEIA and attainment of appropriate regulatory status in each country, to include drafting Financial Conduct Authority application forms and advising on associated policies and procedures.
• Drafting insurance policy for new product being launched by household name insurance company.
• Advising a start-up company in the financial services sector recovering sums for clients under Consumer Credit Act, to include setting up systems and processes.
• Advice as to minimum capital requirements.
• The team provided strategic advice on the complex FCA change in control applications and a related SMF approval for a first time SMF role holder, and prepared the associated application documents including drafting regulatory business plan, advising on regulatory references and competency assessment.
• The SMF application was approved in 3 weeks and the change in control applications were approved in 8 weeks, both with minimal FCA questions.

Our Company Secretarial and Governance team advise on all aspects of Company Secretarial and Corporate Governance matters, and offer a confidential and white-labelled service for regulated advisors that wish to outsource their company secretarial work.

Our services cover the legal technicalities that underpin corporate decisions, by drafting the necessary paperwork to ensure that businesses comply with their statutory requirements and function legally. These services include, Companies House filings, drafting board and shareholder minutes and resolutions, reconstituting and maintaining statutory registers, and acting as registered office.

It’s like building a house. You have an idea of what you want, but you need advisors to assess the structure, comply with buildings regulations and ensure the property doesn’t collapse. Our CoSec team are like those advisors. We establish the bureaucratic scaffolding necessary for decisions to function legally and complicitly and recommend courses of proceedings to meet specified goals.

Our corporate governance practitioners include Company Law (UWE) and a Fellow of the Institute of Paralegals, whom hold ICSA Certificate in Company Secretarial Practice and Share Registration Practice (ICSA Cert) which enables the firm to provide corporate governance services at the highest level and complexities.

We have extensive experience advising household names operating in many sectors in the financial services industry, including:

• High street banks
• Independent financial advisors (IFAs)
• Insurance companies 
• Insurance brokers
• Pre-paid card providers

FCA Change in Control Assistance
If you wish to increase your control in an FCA-regulated firm (outside of the permitted control bands), or acquire control in an FCA-regulated firm, you will need to obtain prior approval from the FCA. If you fail to obtain prior approval, this is a criminal offence under section 191F of FSMA.

Extensive Financial Services Experience
We have advised clients operating in the financial services sector at every stage of their corporate life, from:

• drafting and advising on Financial Conduct Authority applications,
• associated policies and procedures for businesses just starting out in the financial services sector,
• assisting long established financial services businesses with their compliance programs and reporting obligations.

If you are an individual or a corporation carrying out a regulated activity involving or in connection with provision of health or social care services, then you must register with the Care Quality Commission (CQC) unless an exemption applies. If you are a care home provider looking for CQC advice or help with making a CQC application, our team of solicitors can help you with:

• Evaluating and advising on whether the care service that you provide falls under the requirements for CQC registration
• Providing CQC advice and carrying out CQC Due Diligence checks in support of your acquisition of care homes
• Reviewing and flagging non-compliance of CQC requirements to support your commercial decisions and reduce risks
• Preparing & submitting relevant CQC new provider applications and CQC registered manager applications, and dealing with following correspondence (including Notice of Proposal to vary or remove conditions of registration) by the CQC.
• Advising on Warning Notices or Letters of Intent issued by the CQC for non-compliance or breach of regulations requiring urgent action and communicating with the CQC on your behalf. 

We have extensive experience in advising on Responsible Person legislation and have drafted agreements in this area, including re–writing contracts as required following Brexit. We have also been involved in extensive negotiations with numerous global brands in relation to contracts regarding Responsible Person services, dealt with importer mandates and advised on the applicability and effect of the Responsible Person legislation generally.

Supporting both developers and residents, our company secretarial team provide specialist assistance ensuring the smooth operation of residents’ property management companies.

As part of our incorporation service will set up and incorporate a residents’ property management company, tailored to the needs of the individual sites for a respective developer.

Developer to residents
After this initial stage, we conduct the handover of the company from the developer to the residents. Ensuring that the process is conducted properly, to ensure the new directors are appointed, the common parts have been transferred to the management company, and the property owners are recorded as the members or shareholders of the company.

Residents Management Services
Post-handover, we can act as the registered office address for the residents’ property management company. Together with the specialist service of assisting the directors with the property management enquiries, and then the registration of transfers when property owners transfer their properties.

Our Services

• Formation of a Property Management Company
• Creation of the management company’s statutory books
• Handover of the management company from the developers to the homeowners
• Appointing new directors
• Acting as registered office
• Answering replies to enquiries from a new purchaser looking to buy a property connected to the management company
• Transferring shares in the management company when a property is bought or sold.

We have an expert training team accustomed to working closely with boards, senior management, compliance staff and other professionals in regulated sectors like banking, insurance, financial advice and care homes. We understand the regulatory landscape and training needs for navigating FCA, CQC, CMA and other regulators’ expectations. For example, we can provide training on the Consumer Duty, Vulnerable Customers and treating customers fairly. We have also provided competition law and dawn raid training to clients.

On-site Bespoke Training
Our specialist lawyers can visit your offices to provide customised regulatory compliance training tailored to your business’ specific needs across banking, lending, investments, insurance and other regulated activities. We agree agendas with you based on the regulatory domains your business operates in, whether that be the FCA, CQC, CMA or another regulator. Our onsite bespoke sessions are interactive and provide lots of practical examples as well as answering questions, provide implementation guidance and ensure personnel fully grasp compliance obligations. Any questions can be answered.

Compliance Training Programme
For longer-term training, our team develops multi-session compliance training programmes for businesses needing an ongoing training programme on navigating and ensuring compliance with regulatory expectations and updates. We work collaboratively to identify recurring compliance risk areas and design sessions to address those vulnerabilities. Our programmes provide implementable advice reinforced through follow-up evaluations to confirm personnel comprehend policies and procedures needed to achieve regulatory compliance.

We can also provide training across other areas:

• Terms & Conditions
• Commercial Clauses
• Legal Knowledge
• Media & Entertainment
• Employment & Immigration 

The answer is very fact specific and will depend what your business will be doing. In order to confirm whether or not FCA authorisation is required, a regulated activities analysis should be performed. This involves mapping the activities of the business against the relevant regulated activities and available exemptions. The complexity of the regulated activities analysis will vary depending on the nature of the activities to be carried out by the business.

Alternatives to FCA authorisation are potentially available – for example becoming an appointed representative– please see below for more details.

If your business will be undertaking regulated activities, it will need to be authorised or exempt for those activities. Becoming an appointed representative of a business that is already FCA authorised is one potential alternative to your business becoming FCA authorised itself. Whether or not the appointed representative route is appropriate would depend on the surrounding circumstances and also the goals of the relevant business – there are pros and cons to becoming an appointed representative for example speed vs cost.

Not only is funding a hurdle for new and existing businesses, the provision of care is also a highly regulated sector (and for good reason). Not only would you be assisting the elderly but potentially the very vulnerable, providing care into their last hours (depending on what type of care facility you intend to provide). It is no secret therefore that the care home and healthcare sectors are heavily regulated with not only having to comply with the stringent requirements under the Care Quality Commission (CQC), but also needing an in-depth understanding of current health and safety regulations, commercial property matters which may affect the running of the business, environmental issues and employment law issues to name a few.

The CQC is an independent regulator of health and adult social care in England, ensuring that the services provided to people are safe, effective, compassionate and high-quality. They have the ability to monitor, inspect and regulate the services provided and regularly publish their findings on their website. They also have powers to take action against care home providers who provide poor care services, facilities and/or are unsafe which assists in regulating the industry across the board. The CQC also provides a wealth of information and guidance for providers which might be helpful within your specific sector, including but not limited to further information on the regulations, how to register, what incidents you must notify them of and what they look out for when carrying out inspections. For more information, please visit their website at www.cqc.co.uk

The FCA has wide-ranging powers to implement a number of different sanctions ranging from providing guidance, publicising enforcement action, imposing fines, to bringing criminal proceedings against directors personally. The exact sanction applied would depend on the nature of the breach and the surrounding circumstances.