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Wendy Saunders

Wendy SaundersLegal Director

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I specialise in financial services and markets law and regulation, both advisory and contentious. I have gained a breadth of experience from different perspectives across the industry – at a regulator, in-house at a UK retail bank and a global investment bank, and in private practice – which enables me to provide informed and strategic advice and guidance to clients.

I advise a wide variety of clients, ranging from financial services firms to providers to the financial services sector.   The nature of the advice ranges from one-off ad hoc financial services regulatory queries, to reviews of policies and implementation projects, to work on larger contentious matters.  My core practice is comprised of the following areas.

Advisory

Transaction regulatory support

I work with our corporate team acting for buyers and sellers on mergers, acquisitions and corporate restructuring to advise on regulatory notifications and approval processes and compliance risk allocation in transaction documentation.

  • Change in control
  • SPA clauses
  • Legal due diligence review

Perimeter advice and getting authorised

Where clients have concerns about whether their business or commercial activity requires PRA and/or FCA authorisation or registration, I advise on whether or not they fall within the scope of regulation, and assist with any necessary applications.

  • Regulated activities
  • Registration under the MLRs (crypto)
  • E-money and payment services

Advertising and financial promotions

I advise both financial services firms and unregulated firms, such as marketing platforms, on how to comply with regulatory requirements applicable to financial promotions.  This complex area of regulation is evolving rapidly in the UK and a series of fundamental changes are expected to come into force in the UK during 2022.

  • Advertising policies
  • Rules applicable to specific types of financial promotion
  • Financial promotions requiring approval, and availability of relevant exemptions

Employment and other BAU matters

I advise on regulatory matters arising in the course of firms’ day to day business. Queries I commonly advise on concern:

  • SMCR
  • Corporate governance
  • Employment contract terms
  • Remuneration
  • Fitness and propriety
  • Regulatory references
  • Whistleblowing
  • Outsourcing contracts and oversight arrangements
  • Regulatory disclosures

Investigations and Enforcement

I bring a wealth of knowledge and experience to contentious financial services regulatory matters, having spent four years in the Enforcement Division of the Financial Services Authority (now the Financial Conduct Authority) and a number of years in private practice focusing on such matters.  I have advised on retail and wholesale contentious matters both large and small, and in the context of internal investigations, Regulatory Decisions Committee meetings and Upper Tribunal hearings.  

Recent matters include:

  • Advising on an internal investigation for a bank involving SMF misconduct
  • Advising a director of a listed company on their disclosure obligations
  • Acting for a firm seeking FCA registration as a cryptoasset exchange provider

I also co-authored two chapters in the Thomson Reuters Practitioner’s Guide to the Law and Regulation of Market Abuse, 2nd ed.

Specialist focus

I have a specialist focus on cryptoassets, including NFTs, and advise a variety of clients particularly in relation to registration requirements under the UK money laundering regime and related structuring arrangements.

I have also written a number of articles for Thomson Reuters on cryptoasset regulation and compliance.

Other ad hoc advice

Other areas on which I have advised include ring-fencing, operational continuity in resolution, MiFID II including investor protection and inducements, and client money queries.

Clients

I act for a broad range of financial services firms as well as individuals, including:

  • Banks
  • Investment firms
  • Payment services and e-money firms
  • Appointed representatives
  • Cryptoasset firms
  • Social media platforms
I have a particular interest in the intersection of financial services regulation and digital transformation – with a focus on cryptoassets and the use of blockchain and DLT within the financial services sector.  I was a member of the Financial Markets Law Committee working group on initial coin offerings, and a significant contributor to the report published in July 2019: Initial Coin Offerings: Issues of Legal Uncertainty.  I also presented to the FMLC Fintech Scoping Forum meeting in June 2020 on the FSB consultation on global stablecoins.  I am currently on the steering committee of Global Blockchain Convergence, and was part of the GBC working group that submitted a response to HMT’s consultation and call for evidence on the UK’s regulatory approach to cryptoassets and stablecoins.
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