Financial services: regulatory in Germany
Freshfields Bruckhaus Deringer
Working in conjunction with its corporate, state aid and banking and finance groups, Freshfields Bruckhaus Deringer covers a wide range of regularly matters. Recently, the practice has been focusing on current market-relevant topics such as Brexit, the Banking Union and fintech. This led to several instructions from banks to assist with the restructuring of their European business in the wake of Brexit and various other connected issues. In the fintech space, Gunnar Schuster advised a large German company on the development of an e-money-based platform, which will initially be introduced in Germany and subsequently rolled out across Europe and beyond. In co-operation with other departments, Alexander Glos assisted HSH Nordbank with various regulatory, corporate and state aid matters. In other work, the team advised on the implementation of the Payment Service Directive (PSD 2), while Deutsche Bank received assistance with Markets in Financial Instruments Directive (MiFID II) matters. DVB Bank is another client and receives regular regulatory advice from Glos and Thomas Emde. Markus Benzing is also recommended.
Assisting with transactional matters constitutes a key element of Hengeler Mueller’s practice along with advising banks and other financial services providers on various regulatory matters including the Capital Requirements Regulation (CRR), the Capital Requirements Directive (CRD IV) and MiFID II as well as on pan-European payment systems and automated clearing houses. The team has also been increasingly active in providing Brexit-related advice including restructuring measures and the establishment of fully licensed Germany-based subsidiaries and branches. As highlights, Dirk Bliesener advised Commerzbank and Hypothekenbank Frankfurt on the transfer of various bank portfolios by way of a spin-off, and Christian Schmies assisted Deutsche Asset Management Investment with the global co-ordination of an asset and asset share transfer into a new fund structure set up by the client. He also advised a German bank on the implementation of the EU Benchmark Regulation (EU BMR), and acted for a large German retail chain on the implementation of PSD 2 with regards to gift cards and vouchers. Advent International and Bawag Group are also clients. Thomas Paul is recommended for investment regulatory law matters. Senior associate Michael Born joined Norton Rose Fulbright as of counsel in August 2018.
Linklaters has extensive expertise in matters pertaining to Brexit, M&A and restructuring measures as well as insurance supervisory law and fintech while also representing clients in preliminary proceedings. Andreas Dehio, who focuses on acting for financial institutions in regulatory investigations and crises management issues alongside handling M&A transactions, advised Deutsche Bank’s supervisory board on regulatory investigations and various disputes alongside compensation comparisons with ten former and one current board member. In co-operation with the firm’s corporate department, he also assisted Deutsche Börse with matters pertaining to Eurex Clearing’s partnership programme, and, together with team head Andreas Steck, he acted on the planned merger with the London Stock Exchange. In significant restructuring work, the team continues to advise HSH Beteiligungs Management and HSH Finanzfonds alongside the city of Hamburg, the state of Schleswig-Holstein and hsh portfolio-management on issues concerning the privatisation of HSH Nordbank as well as compliance and corporate governance matters. In the insurance supervisory law space, Frederik Winter acted for Athora on the acquisition of Aegon Ireland, which included advice on the regulatory implications of this transaction.
Allen & Overy LLP
Allen & Overy LLP is well versed in combining its regulatory expertise with the firm’s capital markets capacities. This leads to regular instructions on regulatory requirements for financial products, most notably derivates, securitisations and other structured finance and securities transactions. Advising on Brexit-related matters, licensing agreements and transactions that require approval from the European Central Bank (ECB) constitutes another key element of the practice. In the transactional space, Alexander Behrens assisted US financial investor Cerberus Capital Management with the acquisition of a non-performing loan portfolio (NPL portfolio) from HSH Nordbank, acted for a financial institution from the automotive sector in implementing PSD 2, and assisted several international banks and investment firms with various licence applications for setting up a branch office in Frankfurt am Main. Together with Martin Scharnke, he also advised four investment banks on the transfer of their derivates business to Frankfurt am Main. Stefan Henkelmann frequently handles product-related banking supervisory matters. Of counsel Frank Herring is a highly regarded figure in the market. Dennis Kunschke, who made counsel in summer 2017, moved to DLA Piper in December 2018.
Global financial institutions and investors benefit from Clifford Chance’s expertise in contentious and non-contentious regulatory matters pertaining to the Banking Union and ECB requirements alongside Brexit-related issues.Marc Benzler continues to advise several financial institutions on the implementation of a Brexit strategy such as market access requirements, relocation and business transfer issues. The Royal Bank of Canada (RBC) received assistance with the establishment of a securities bank in Frankfurt, which included the foundation of a holding company in Luxembourg, while, in an equally noteworthy instruction, the team assisted Goldman Sachs with the implementation of MiFID II requirements for its private wealth management division. The team is also well versed in handling derivatives-related regulatory work, advising on matters pertaining to netting, collaterals and clearing, alongside fintech matters, leading to regular instructions from investors and banks on business model and licensing issues.
The ‘hands-on team’ at Hogan Lovells International LLP has particular expertise in matters at the intersection of banking supervisory and capital markets law, which leads to regular instructions on regulatory issues concerning financial instruments. Advising on MiFID II and MiFIR, the Packaged Retail and Insurance-based Investment Products Regulation (PRIIPs) and the EU Benchmark Regulation (EU BMR) are other key areas of expertise, while, in co-operation with its London team, the practice has also been handling an increasing number of Brexit-related mandates; instructions pertaining to fintech and US sanctions are routinely handled in conjunction with various offices across its global network. This broad set-up allows the practice to provide credit and deposit institutions, financial services providers as well as e-money and payment institutions with full-service advice. Highlights included Richard Reimer’s advice to the Federal Association of Payment Institution (Bundesverband der Zahlungsinstitute, BVZI) on the development of an industry standard for IT security documentation for payment services providers following the introduction of PSD 2, and Jochen Seitz’s assistance to the German Derivatives Association (Deutscher Derivate Verband, DDV) with MiFID II and MiFIR matters. Seitz and Peter Maier joined the team in late 2017 and counsel Markus Brusch followed suit in early 2018; the trio joined from Mayer Brown LLP. Tim Brandi is also recommended. Verena Ritter-Döring moved to Curtis, Mallet-Prevost, Colt & Mosle LLP at the end of 2017.
The team at Latham & Watkins LLP predominately acts at the interface of corporate, capital markets, M&A and fintech, which makes it a popular choice for finance sector players, which frequently instruct the practice to advise on Initial Coin Offering (ICO) and fintech-related matters alongside general financial market regulatory compliance issues. Based on this expertise, Axel Schiemann acted for DMarket on an ICO to finance the development of a decentralised marketplace to trade virtual assets on multiple gaming platforms, and, together with Markus Krüger, he advised Chinese internet company Tencent on the international launch of its product WeChat Payments. The latter instruction included various regulatory and compliance issues alongside agreements with local partners. Together with the corporate practice, he also provides regular advice to CrossLend on regulatory matters concerning the client’s market-based lending platform. In the transactional sphere, the team assisted Apollo Global Management with regulatory issues concerning an indirect acquisition of a stake in Oldenburgischen Landesbank by Bremer Kreditbank.
The ‘very quick, pragmatic and reliable’ team at White & Case LLP is considered a good contact for various regulatory matters pertaining to the Banking Union, the ECB, Brexit and other EU-wide issues, leading to regular instructions from national and international banks and banking associations. Berlin-based Henning Berger is the main contact for Brexit and ECB-related work and also represents clients before German and European courts. Recently, he acted for Landesbank Baden-Württemberg (LBBW) and VR-Bank Rhein-Sieg in two pilot procedures each; all cases were presented before the European Court of Justice in Luxembourg and concerned the new European bank levy imposed by the European Single Resolution Board (SRB) in 2016 and 2017. In other work, the team also advises on deposit guarantee schemes and issues concerning the technological transformation of the banking sector, while also assisting financial institutions and its shareholders with regulatory issues arising from M&A transactions and internal restructurings. In the technology space, the practice advises several German and European banks on regulatory matters concerning the procurement of IT cloud solutions; recently, it advised various German credit institutions on IT examinations by the ECB and BaFin. Another German credit institution received assistance with the implementation of the Benchmark Regulation. Berlin-based Martin Weber was made local partner in December 2017. Andreas Wieland moved to KPMG Law Germany in October 2018.
The team at GSK Stockmann is jointly led by Munich-based partners Robert Kramer and Timo Bernau and handles a wide range of regulatory matters including those concerning digital payments, crowdfunding, the EU capital markets union and Brexit alongside capital and liquidity requirements, while also providing transactional assistance. In conjunction with its corporate team, Peter Scherer continues to advise a client on regulatory matters pertaining to bitcoins, which includes licensing proceedings before BaFin, and a securities and forex trading house on German Securities Trading Act (WpHG) and German Securities Acquisition and Takeover Act (WpÜG) requirements for share transactions. A credit card interest group receives regular advice on various banking supervisory law and bank contract law issues including the implementation of PSD 2 and the German Payment Services Supervision Act, which was provided by Markus Escher and local partner Daniela Eschenlohr. Munich-based Oliver Glück and Frankfurt-based Harald Feiler, who was appointed counsel in January 2018, are other key members of the team. In January 2019, fintech expert Tobias Riethmüller rejoined the firm from Schiedermair Rechtsanwälte.
In response to an increase in regulatory requirements in the financial sector, Noerr established a financial services regulation practice in January 2018. It focuses on Payment Supervision Act matters including fintech, financial regulation and AML compliance alongside general banking regulatory issues, but the team is also known for its transactional advisory work. In one highlight, the team acted for real estate investor ActivumSG on the take-over of the fairvesta group from the Knoll family including related regulatory issues. Jens Kunz, who jointly heads the practice with Thomas Heitzer, assisted a software solutions provider with PSD 2 matters including representing the client before BaFin, while, in cross-departmental collaboration, the team advised Audi Business Innovation on the establishment and introduction of a pan-European online platform for the rental of motor vehicles, which included the preparation of PSP contracts with payment providers. Torsten Fett is also recommended.
SERNETZ • SCHÄFER
At Sernetz • Schäfer, the ‘experienced’ team is based in Munich and Düsseldorf and ‘quickly gets to the heart of the problem, finding practical solutions’ for credit institutions, financial services providers, investment management companies, corporates, private equity funds, stock exchanges and family offices. The Bavarian office, including Ferdinand Kruis, is best known for its litigation capabilities, while the Düsseldorf office predominately handles non-contentious work. It regularly handles payment services law, capital resources and Brexit-related matters and received an increasing number of transactional instructions where the team advises on regulatory matters arising from the acquisition of banks and regulated finance sector companies. Düsseldorf-based Frank Schäfer heads the team, which includes Peter Balzer, Jörg Mimberg and Thomas Eckhold; Eckhold is praised for his ‘practice-oriented, profound and solution-oriented advice’ alongside his ‘extraordinary tactical acumen’. Thorsten Voss joined the team from WTS in July 2017 but left the firm in February 2018 to take up a teaching position and subsequently moved to Fieldfisher.
Aderhold Rechtsanwaltsgesellschaft mbH
Aderhold Rechtsanwaltsgesellschaft mbH’s growing team is gaining increasing market visibility, not least through opening a new office in Berlin in May 2018 which is led by Susanne Grohé. Before joining the firm in June 2017, she had been working in-house and her arrival has strengthened the team’s expertise in payment and fintech-sector work. This focus leads to regular instructions from IP and IT services providers, payment institutions and start-ups on licensing procedures under the new Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz, ZAG), BaFin registrations, money laundering issues and general regulatory matters. Peter Frey, who jointly heads the practice with Christian Walz from Munich, acted for LogPay Financial Services in a license application under ZAG to issue its LogPay Card, and advised Wirecard Bank on its co-operation with ReiseBank to set up the smartphone-based account bankomo.
Cleary Gottlieb Steen & Hamilton
The team at Cleary Gottlieb Steen & Hamilton routinely utilises its regulatory expertise to act for banks and financial services providers on transactions. It assists with equity capital products, including the development of various transaction structures, and the issuance of bonds. Gabriele Apfelbacher advised Amundi on regulatory issues pertaining to the acquisition of fund company Pioneer Investment from UniCredit, while, in other work, clients also receive regular assistance with regulatory compliance issues pertaining to the Single Supervisory Mechanism (SSM) and the Single Resolution Mechanism (SRM) as well as with the foundation and restructuring of financial institutions and the establishment of branches. This includes instructions on regulatory matters concerning the provision of banking and financial services in Germany, MiFID II and Brexit. In February 2018, the team received a boost with the arrival of senior counsel Christof von Dryander, who previously served as global co-general counsel at Deutsche Bank. Thomas Kopp and Ward Greenberg are other key members of the practice.
CMS covers a wide range of regulatory matters, leading to regular instructions from banks and financial services providers on group structuring and foundation issues, licensing and Brexit matters alongside administrative procedures before BaFin. The team has considerable clout in the restructuring arena as recently demonstrated by advising VTB Group; the team assisted with regulatory issues including negotiations with, among others, BaFin and Deutsche Bundesbank pertaining to the merger of its European operations. Andrea München, who led the advice, made partner in January 2018 and jointly heads the practice with Joachim Kaetzler.
During the 2017/ 2018 research period, Deloitte Legal Rechtsanwaltsgesellschaft mbH handled several instructions from major domestic and international banks, private banks, asset mangers, fintech start-ups and companies to advise on Brexit and fintech issues alongside the implementation of MiFID II and PSD 2. In Brexit-related work, Mathias Hanten’s team assisted various finance sector players with the development of company relocation strategies. In other work, foreign clients, most notably from China, India and the Middle East, routinely instruct the practice to assist with German market entry matters including the establishment of institutions and the acquisition of targets, while, in fintech, the team focuses on blockchain and cryptocurrency work, which is frequently dealt with in co-operation with its IT team. Recently, the practice advised an asset manager on contract adjustment matters following MiFID II, and assisted a financial services provider with licensing procedures for the establishment of a branch in a non-member country. Frankfurt-based Alexander Heist and Düsseldorf-based Albrecht Kindler are other key members of the team.
The ‘experienced’ practice at Gleiss Lutz advises German and international banks, other financial services providers and corporates on banking law and banking supervisory law matters arising from transactions. Maximilian von Rom advised a client on the acquisition of a minority stake in a bank including related regulatory issues as well as on the appointment of a supervisory board member, and assisted a foreign corporate group with banking supervisory law issues pertaining to the acquisition of a significant share in a German financial services provider. The group advised another financial services sector client on capital requirements, while HSH Nordbank’s supervisory board instructed the team with restructuring measures and privatisation preparations. The group also handles mandates on Brexit relocation strategies, BaFin licensing procedures and insurance supervisory law matters. Helge Kortz heads the team.
Mayer Brown LLP
The ‘very good’ team at Mayer Brown LLP forms part of the firm’s finance practice and frequently acts at the interface with capital markets law. Following Jochen Seitz’s move to Hogan Lovells International LLP in October 2017, which followed Alexander Behrens’ departure to Allen & Overy LLP in spring 2017, London-based Dominic Griffiths is now leading the practice. In Germany, Patrick Scholl and counsel Holger Schelling are the key contacts; they routinely advice clients in the financial services sector on MiFID II and MiFIR, the global derivatives regulation, benchmarks, the European Banking Union, bank restructuring issues and the Payment Services Supervision Act (ZAG). Schelling advised DZ Bank on the implementation of MiFID II and MiFIR, and assisted a large German bank with regulatory matters pertaining to the creation of a multilateral digital wealth management platform. The Association of German Banks (Bundesverband deutscher Banken) is another client.
At Taylor Wessing, the team has particular expertise in advising foreign banks on entering the German market but is also well versed in handling fintech work; working in close conjunction with its TMT practice, this expertise routinely comes into play when representing clients in licensing procedures and when setting up co-operations with established banks. With Volker Baas in the lead, the team recently advised 3Red Trading on a proceeding with Deutsche Börse and Eurex Exchange on national, European and international regulations governing high-frequency trading, while, in co-operation with the employment law practice, the team also assisted ACT1 Group with various regulatory issues concerning debt collection activities in Germany. In another highlight, Baas and salary partner Anna Izzo-Wagner advised Coöperatieve Rabobank on the launch of RaboDirect’s private client business. The Frankfurt-based branch of the Dutch financial services provider also received assistance with various banking and payment services law matters including compliance. Peter Seemann heads the team from Hamburg.