Practice
Thomas Donegan is a partner in the firm’s Financial Institutions Advisory & Financial Regulatory Group. He advises financial institutions, including banks, exchanges, clearing houses, fund managers, brokers and settlement systems on UK legal and regulatory issues and in their business transactions.

Shearman & Sterling’s Financial Institutions Advisory & Financial Regulatory Group recently won the “Legal Business 2012 Regulatory Team of the Year” award.

• IntercontinentalExchange (ICE) in its establishment of ICE Clear Europe as the first new derivatives clearing house in London since 1880, including drafting the clearing house rules, applications to the FSA for recognition and settlement finality designation and applications for regulatory approvals in the U.S.
• ICE on various projects including the launch of clearing for credit default swaps. This project won various accolades, including:
  • FOW 2009 “Most Innovative work by a Law Firm” in the field of exchange-traded or centrally cleared derivatives
  • Legal Business 2010 Structured Finance/Debt Capital Markets Team of the Year
• The Depository Trust & Clearing Corporation (DTCC) on setting up of a new subsidiary, DTCC Derivatives Repository Ltd, a new global repository for OTC derivatives based in Europe
  • FT Innovative Lawyers Awards 2011 recognition for “Standout” work
• SIS x-clear in relation to the provision of central counterparty services, as one of two equal clearing houses for the London Stock Exchange
  • FT Innovative Lawyers Awards 2009 recognition for “Standout” work
• Various clients, including various European, U.S., South American and other institutions on establishing new regulated banks, brokerages, fund managers and other regulated entities in the UK and connected FSA authorisation processes.
• Chicago Mercantile Exchange, Eurex Clearing AG, ICE Futures US and ICE Clear US in becoming recognised overseas investment exchanges or clearing houses.

• Institutions including Allianz, AMP. Bank of America Merrill Lynch, Bank of Japan, Bank of New York, BBVA, BNDES, Bradesco, BTG Pactual, CQS, Christie’s, Citi, Credit Suisse, Crown, Deutsche Bank, Deutsche Börse / Eurex, Goldman Sachs, ICE, Itau, JPMorganChase, Lloyd’s of London, Maverick, Morgan Stanley, NASD, NASDAQ, Natixis, Nomura, Permal, S3, Silicon Valley Bank, UBS and ZKB on financial regulatory advisory work, including in relation to:
  • conduct of business;
  • control and disclosure of information;
  • investigations and enforcement;
  • regulatory capital and capital structuring;
  • scope of regulatory permissions;
  • financial promotions;
  • terms and conditions of business;
  • custody, account, prime brokerage and other agreements;
  • corporate governance;
  • data protection;
  • regulatory perimeter issues;
  • regulatory notification and reporting issues;
  • impacts of new European financial services legislation.

• Bank of New York on the custody of carbon emission allowances.
• ICE in relation to the establishment and operation of an exchange and clearing house for derivative contracts based on carbon emission allowances and auctioning of such allowances.
• Various clients in relation to the impacts of financial regulation on the spot markets for commodities and emission allowances.

• A Middle Eastern sovereign group on its acquisition of a significant stake in Barclays Bank plc.
• Citibank in its sale of CEFS, which managed the UK’s Post Office Card Accounts, to JPMorganChase Bank – the first major test of Part VII of the Financial Services and Markets Act 2000 for banking businesses.
• Citibank on its purchase of Old Lane.
• Société Générale on its joint venture with Calyon to establish a new clearing brokerage (NewEdge).
• Citi on a large credit card joint venture.
• Legg Mason in its acquisition of Citibank’s asset management business.
• RBS in its acquisition of ABN AMRO.
• Thomson Corporation on its acquisition of TradeWeb, a UK authorised multilateral trading facility.
• Morgan Stanley on its purchases of various European credit card portfolios.
• Various hedge funds including in relation to corporate transactions and notification obligations.

• Various institutions on business process, IT and offshore outsourcings, including:
  • Citibank to JPMorgan (in relation to the UK Post Office’s Card Accounts)
  • WestLB to Hewlett Packard (IT)
  • Winterthur to Citibank (fund administration)
  • Mercer to Skandia (pension fund investments)
  • ICE (intra-group)
  • Morgan Stanley (intra-group)

• Various issuers and most of the main banks and brokers (see client lists above) on selling restrictions, stabilization, analysts’ research, ethical walls, disclosure issues and corporate publicity in connection with their equity and debt offerings.
• S$6 billion SP PowerAssets (former Singapore electricity board) in relation to its privatization and an English law governed global medium term note programme
  • IFLR’s “Asian debt and equity-linked deal of the year 2004”

• Participant in the main UK and continental European financial services market committees
• Frequently an invited speaker at conferences on financial services law issues
  

Publications

• Co-author, “MiFID II: A cure for all ills?,” IFLR (with Barney Reynolds and Anna Doyle)
• Co-author, "FSMA banking business transfers: choosing the right route," PLC, May 2006 (with Barney Reynolds)
• Co-author, "The pros and cons of UK exchange recognition," IFLR, October 2004 (with Barney Reynolds)
• Co-author, "What's broken with the UK's client asset and money protections and how to fix it," JIBLR (with Barney Reynolds, Azad Ali, Aatif Ahmad)
• Co-author, "Protecting the Market," Carbon Finance (with Mehran Massih)