Simon Sutcliffe

Simon provides regulatory advice to firms in the asset management, banking, trading, payments, and consumer finance sectors. He advises on creating and marketing financial products and services, establishing new businesses, implementing regulatory change, buying and selling regulated businesses, and day-to-day compliance matters. 

• Advised a variety of investment-related businesses on whether their activities would require authorisation from the FCA under the Financial Services and Markets Act (‘perimeter analysis’). 
• Advised sponsors and investors on whether joint investment arrangements are ‘collective investment schemes’ or AIFs, and regulatory solutions. 
• Advised on the UK Emissions Trading Scheme and providing emissions trading services in the UK. 
• Provided legal opinions on banks’ regulatory capital arrangements. 
• Advised fund distributors on application and compliance with the Consumer Duty or PROD rules. 
• Advised family offices on structuring of investment management teams, application of FSMA and the Money Laundering Regulations. 
• Advised buyers and sellers of FCA-authorised firms on changes in control, and successfully completed filings and obtained approval from the FCA. 
• Undertook regulatory due diligence on target firms providing fund management and other regulated services. 
• Advised start-up firms on becoming FCA-authorised or using regulatory hosting solutions in providing deal-sourcing, investment advisory and capital raising services. 
• Advised real estate investment sponsors and joint venture partners on whether their arrangements are collective investment schemes or otherwise regulated. 
• Advised a UK firm on its sanctions compliance obligations. 
• Advised EU, US, Japanese and Australian financial institutions on marketing investment products and services in the UK; completed FCA Connect and RegData filings under the NPPRs. 
• Worked with a NY/London asset manager to implement a Dodd-Frank & EMIR compliance programme. 
• Advised a large US-headquartered fund manager on compliance with UK and global substantial shareholder threshold reporting obligations. 
• Acted as a lead counsel for a US-headquartered global bank’s EMEA businesses in analysing and implementing MiFID II, e.g. its order execution, transparency and transaction reporting obligations, 
• Advised a pension scheme operator on application of ESG rules and sustainability label requirements, production of TCFD reports. 

Simon advises fund managers on establishing, managing, marketing and maintaining AIFs and UCITS, in the UK and domiciles such as the Channel Islands, Luxembourg, Ireland, Cayman, BVI, and Delaware. He has particular expertise in establishing start-up managers and fund advisers and the use of regulatory hosting solutions as an alternative to direct authorisation. 

• Assisted a series of start-up fund managers in becoming appointed representatives and using AIFMD and MIFID regulatory host firms. 
• Advised on the establishment and maintenance of AIFs in Luxembourg, Cayman, British Virgin Islands, Delaware, and promotion in the UK and EU. 
• Advised on the establishment, maintenance and distribution of UCITS in Luxembourg and Ireland. 
• Represented institutional investors on ~$1bn of investments with private markets fund managers, in pooled vehicles, funds-of-one, and segregated mandates. 
• Advised non-EU (e.g. American and Australian) fund managers on strategies for establishing their businesses in the UK and/or EU and raising investor capital. 
• Advised a US investment management firm on establishing an affiliated office in the UK. 
• Created terms of business for firms providing segregated, bespoke portfolio management and model portfolios. 
• Advised UK venture capital fund managers on the promotion of their investment funds. 
• Acted as UK counsel to US law firms advising their clients on marketing investment products in the UK and EU. 
• Created template IMAs (investment management agreements) for a UK firm. 
• Advised on the establishment and promotion of structured tax-efficient investment products for sophisticated investors in the UK, Austrian and Swiss markets. 
• Advised on the integration of two large ETF business for a global asset manager across fund complexes in the UK, Luxembourg and Ireland. 

Simon advises crypto and digital asset businesses on UK regulatory classification, FCA authorisation and registration requirements, including stablecoin structuring and compliance with the Money Laundering Regulations.

• Advised on the creation of a ‘stablecoin’ offering. 
• Advised a crypto firm on the application of the Money Laundering Regulations and whether it was required to register with the FCA. 
• Advised a crypto firm on whether proposed products or services would be regulated investments or services in the UK and it required authorisation from the FCA. 

Simon advises asset managers and corporates on derivatives and repurchase and securities lending transactions, including negotiating ISDAs, GMRAs and GMSLAs, hedging arrangements and complex swap structures. 

• Acted as principal derivatives and securities financing agreement negotiator for a large London hedge fund and UCITS manager, negotiating ISDAs, GMRAs, GMSLAs, ET futures clearing agreements and bespoke confirmations.  
• Advised commercial firms (e.g. real estate owners) on interest rate and currency hedging arrangements with bank lenders and other counterparties. 
• Advised family office clients on futures and hedging (rates/fx) contracts with their financial services providers. 
• Advised an FCA authorised fund manager on their obligations under EMIR and an internal compliance programme. 
• Assisted a dealer bank to develop a delegated transaction reporting solution for its clients (MiFIR and EMIR reporting). 
• Assisted a London hedge fund manager in updating its collateralisation/margining documentation and operational arrangements, across its counterparties. 
• Negotiated ISDA documents to replace LIBOR replacement with risk free rates. 
• Structured total return swap access to the China ‘A share’ market with a domestic Chinese counterparty for a London fund-of-hedge funds manager. 
• Advised (and negotiated with counterparties of) a large UK steel producer on its ISDA Master Agreements for commodities derivatives and foreign exchange contracts.

Simon advises broker-dealers and trading platforms on MiFID II compliance, CASS obligations, regulatory reporting, and client documentation for execution-only brokerage, model portfolios and dealing services. His experience covers equities, fixed income, derivatives, and other asset classes such as emissions. 

• Created terms of business for a UK stock brokerage firm, providing execution-only and managed portfolio accounts. 
• Creation of client-facing terms of business for a new derivatives trading business  
• Advised a UK brokerage and management firm on its safekeeping obligations under CASS. 
• Advised on regulatory reporting for a UK global markets business, as to MiFID transaction reporting, transparency reporting, and EMIR OTC derivatives reporting. 
• One of the lead counsels for a US broker-dealer business on implementing MiFID II across its UK and EMEA operations. 

Simon advises banks and payment firms on banking regulation, deposit and savings accounts, payment services, prudential capital instruments, inter-bank arrangements, and client asset safeguarding, across institutional and retail lines of business. 

• Created a new set of retail deposit and savings account terms for a new retail bank in the UK. 
• Created a new institutional bank account terms for a new UK bank. 
• Advice to a new UK bank on compliance with the Payment Services Regulations.   
• Advised on and updated institutional/wholesale deposit account terms and related security documents for a US bank’s London branch. 
• Provided legal opinions on banks prudential regulatory capital instruments. 
• Advised/drafted terms of note issuance terms for banks to meet regulatory capital requirements. 
• Advised on and negotiated inter-bank agreements for a UK bank client holding client assets at banks outside the UK. 
• Advised a large UK stockbroker firm on client asset safeguarding matters and produced new terms of business for its financial intermediaries and end-investors. 

Simon advises banks, depositaries, and custodians on client asset safeguarding, fiduciary and contractual duties, global custody arrangements and large-scale repapering and contract standardisation projects. 

• Advised on the client asset safeguarding (CASS) obligations of a firm providing execution and portfolio management services, and reviewed and updated their terms of business with customers and intermediaries. 
• Reviewed and negotiated custody agreements on behalf of buy-side firms with a number of custodian banks. 
• Acted as lead counsel to a prominent UCITS depositary firm in its implementation of UCITS V and repapered its terms of business with its UK clients. 
• Acted for a large Swiss bank on establishing various custody agreements for the holding of its proprietary assets in various markets worldwide. 
• Designed a new contract architecture for a large US bank’s EMEA operations and repapered its many thousands of clients as a result of MiFID II. 
• Created a consolidated, single set of client asset safeguarding contract standards for a large bank, reflecting its client obligations in its different operating jurisdictions, for use with its network of global custodians. 

Simon advises retailers and firms providing consumer insurance and finance products, including compliance with UK financial services regulation and creating customer-facing documentation. 

• Advised a business providing insurance to customers for their personal goods. 
• Advised a firm selling warranty protection for consumer electronics. 
• Advised a car manufacturer on its regulated car hire and finance agreements. 

Simon provides regulatory, commercial and transactional advice to firms in the asset management, banking, trading, payments, and consumer finance sectors. He advises on creating and marketing financial products and services, establishing new businesses, implementing regulatory change, buying and selling regulated businesses, and a wide variety of compliance matters.  

Regulatory advice 

• Advised FCA-authorised firms on senior manager arrangements, conflicts of interest, staff remuneration and other obligations under the SYSC (Senior Management Arrangements, Systems and Controls) rulebook. 
• Advised MiFID firms on their regulatory capital and other prudential obligations under the MiFIDPRU rulebook. 
• Provided a broad scope of advice to FCA-authorised firms on their conduct of business obligations under the COBS rulebook, such as client categorisation, client agreements and notifications, suitability and appropriateness assessments. 
• Advised firms holding client money and safekeeping assets on their obligations under the Client Asset sourcebook (CASS). 
• Advised manufacturers and distributors of financial products on their obligations under the PROD sourcebook and the Consumer Duty (and other Principles). 
• Advised investment firms (and pension schemes) on the application of and compliance with the ESG sourcebook, advised on content of TCFD reports. 
• Advised AIFMs on their obligations under the Alternative Investment Fund Managers Regulations, AIFMD/R and the FUND sourcebook. 
• Advised a variety of investment-related businesses on whether their activities would require authorisation from the FCA under the Financial Services and Markets Act (‘perimeter analysis’). 
• Advised providers of credit to retail consumers (banks and car finance companies) on the requirements of the Consumer Credit sourcebook and Consumer Credit Act. 
• Advised sponsors and investors on whether joint investment arrangements are ‘collective investment schemes’ or AIFs, and regulatory solutions. 
• Advised on the UK Emissions Trading Scheme and providing emissions trading services in the UK. 
• Provided legal opinions on banks’ regulatory capital arrangements. 
• Advised buyers and sellers of FCA-authorised firms on changes in control, and successfully completed filings and obtained approval from the FCA. 
• Undertaken regulatory due diligence on target firms providing fund management and other regulated services. 
• Given advice on a variety of firms on their disclosure obligations under the DTR sourcebook. 
• Advised start-up firms on becoming FCA-authorised or using regulatory hosting solutions in providing deal-sourcing, investment advisory, and capital raising services. 
• Advised real estate investment sponsors and joint venture partners on whether their arrangements are collective investment schemes or otherwise regulated. 
• Advised a UK firm on its sanctions compliance obligations.  
• Advised UK, EU, US, Japanese, and Australian financial institutions on marketing investment products and services in the UK; completed FCA Connect and RegData filings under the NPPRs. 
• Advised a Dubai-based investment firm on establishing a UK office. 
• Worked with a NY/London asset manager to implement a Dodd-Frank & EMIR compliance programme. 
• Advised a large US-headquartered fund manager on compliance with UK and global substantial shareholder threshold reporting obligations. 
• Acted as a lead counsel for a US-headquartered global bank’s EMEA businesses in analysing and implementing MiFID II, e.g. its order execution, transparency and transaction reporting obligations. 

 Asset management and funds 

• Assisted a series of start-up fund managers in becoming appointed representatives and using AIFMD and MIFID regulatory host firms. 
• Advised on the establishment and maintenance of AIFs in Luxembourg, Cayman, British Virgin Islands, Delaware, and promotion in the UK and EU 
• Advised on the establishment, maintenance and distribution of UCITS in Luxembourg and Ireland. 
• Represented institutional investors on ~$1bn of investments with private markets fund managers, in pooled vehicles, funds-of-one, and segregated mandates. 
• Advised non-EU (e.g. American and Australian) fund managers on strategies for establishing their businesses in the UK and/or EU and raising investor capital. 
• Advised a US investment management firm on establishing an affiliated office in the UK. 
• Created terms of business for firms providing segregated, bespoke portfolio management and model portfolios. 
• Advised UK venture capital fund managers on the promotion of their investment funds. 
• Acted as UK counsel to US law firms advising their clients on marketing investment products in the UK and EU. 
• Created template IMAs (investment management agreements) for a UK firm. 
• Advised on the establishment and promotion of structured tax-efficient investment products for sophisticated investors in the UK, Austrian and Swiss markets. 
• Advised on the integration of two large ETF business for a global asset manager across fund complexes in the UK, Luxembourg, and Ireland. 

 Derivatives and securities financing 

• Acted as principal derivatives and securities financing agreement negotiator for a large London hedge fund and UCITS manager, negotiating ISDAs, GMRAs, GMSLAs, ET futures clearing agreements and bespoke confirmations. 
• Advised commercial firms (e.g. real estate owners) on hedging arrangements with bank lenders and other counterparties. 
• Negotiated ISDA documents to replace LIBOR replacement with risk-free rates. 
• Structured total return swap access to the China ‘A share’ market with a domestic Chinese counterparty for a London fund-of-hedge funds manager. 
• Advised (and negotiated with counterparties of) a large UK steel producer on its ISDA Master Agreements for commodities derivatives and foreign exchange contracts. 

 Broker / dealer / trading services 

• Created terms of business for a UK stock brokerage firm, providing execution-only and managed portfolio accounts. 
• Creation of client-facing terms of business for a new derivatives trading business.  
• Advised a UK brokerage and management firm on its safekeeping obligations under CASS. 
• Advised on regulatory reporting for a UK global markets business, as to MiFID transaction reporting, transparency reporting, and EMIR OTC derivatives reporting. 
• One of the lead counsels for a US broker-dealer business on implementing MiFID II across its UK and EMEA operations. 

 Banking 

• Created a new set of retail deposit and savings account terms for a new retail bank in the UK. 
• Created a new institutional bank account terms for a new UK bank. 
• Advice to a new UK bank on compliance with the Payment Services Regulations.   
• Advised on and updated institutional/wholesale deposit account terms and related security documents for a US bank’s London branch. 
• Provided legal opinions on banks prudential regulatory capital instruments. 
• Advised/drafted terms of note issuance terms for banks to meet regulatory capital requirements. 
• Advised on and negotiated inter-bank agreements for a UK bank client holding client assets at banks outside the UK. 
• Advised a large UK stockbroker firm on client asset safeguarding matters and produced new terms of business for its financial intermediaries and end-investors. 

 Custody and fund/asset services 

• Acted as lead counsel to a prominent UCITS depositary firm in its implementation of UCITS V and repapered its terms of business with its UK clients. 
• Acted for a large Swiss bank on establishing various custody agreements for the holding of its proprietary assets in various markets worldwide. 
• Designed a new contract architecture for a large US bank’s EMEA operations and repapered its many thousands of clients as a result of MiFID II. 
• Created a consolidated, single set of client asset safeguarding contract standards for a large bank, reflecting its client obligations in its different operating jurisdictions, for use with its network of global custodians. 

 Consumer finance and insurance 

• Advised a business providing insurance to customers for their personal goods. 
• Advised a firm selling warranty protection for consumer electronics. 
• Advised a car manufacturer on its regulated car hire and finance agreements. 

Simon advises UK and international family offices on regulatory perimeter issues, FCA authorisation, AML obligations, structuring of investment entities and transfers, and due diligence on alternative investments

• Advised a UK family investment office on whether its UK entity needed to be an appointed representative of a UK FCA-authorised firm. 
• Advised a Channel Islands family office on whether it was required to comply with the UK Money Laundering Regulations. 
• Advised a UK/US family office on whether it was undertaking regulated activity in the UK and needed to be authorised by the FCA. 
• Advised a UK family office on transfers of assets between family members and investment entities. 
• Advised a UK/Asian family office on its structuring and the application of the UK regulatory perimeter. 
• Undertook due diligence on alternative investments and advice on investment terms to a UK family office. 

Simon advises crypto and digital asset businesses on UK regulatory perimeter analysis, FCA registration and authorisation, AML compliance, and structuring of stablecoin and other digital asset offerings. 

• Advised the developers of a ‘stablecoin’ offering. 
• Advised a crypto firm on the application of the Money Laundering Regulations and whether it was required to register with the FCA. 
• Advised a crypto firm on whether proposed products or services would be regulated investments or services in the UK and it required authorisation from the FCA. 

Simon advises investment firms on marketing sustainable and natural resource strategies in the UK, and on regulatory access to emissions trading markets, including participation in the UK Emissions Trading Scheme. 

• Advised an Australian investment firm specialising in investments in agricultural assets on promoting its investment funds to investors in the UK. 
• Advised an Australian investment firm on providing advisory and portfolio management services related to sustainable natural resource investments to UK clients and appointing a UK marketing agent. 
• Advised a German VC firm specialising in sustainable energy-related technologies on marketing an AIF in the UK. 
• Advised a European firm specialising in emissions trading in accessing and participating in the UK Emissions Trading Scheme. 
• Advised a start-up firm on its business of providing a market for unregulated emissions allowances. 

Simon advises real estate developers, sponsors and investors on collective investment schemes, joint ventures, AIFM structures, and UK regulatory perimeter issues affecting property investment vehicles. 

• Advised a Mayfair-based luxury property developer on the creation of a collective investment scheme. 
• Advised on a joint venture between a London property developer and a local authority on the regulatory status of their investment arrangement. 
• Advised a South African-headquartered investment business on establishing investment entities in the UK, and attracting UK investors, to invest into US real estate developments and real estate funds. 
• Advised an institutional investor on its joint venture with an FCA-authorised investment manager for a joint investment in UK real estate. 
• Advice to real estate developers on the availability of the ‘small registered Alternative Investment Fund Manager’ scheme, relating to establishing real estate investment funds with a third party CIS operator. 

Member of the Financial Services Lawyers Association (FSLA) 

(Former) member of the Investment Funds Committee of the International Bar Association (IBA) 

(Former) member of the buy-side working group of the International Swaps Dealers Association (ISDA)