Wilf Odgers is a senior associate in the Financial Institutions Advisory & Financial Regulatory practice, based in our London office. He has a broad financial regulatory practice, advising financial institutions, including banks, brokers, exchanges, clearing houses, fund managers, insurers, corporates and other end-users. His work involves advising on legal and regulatory issues arising in clients’ businesses, including structuring, regulatory authorizations and licensing, change of control, compliance policies and procedures, client agreements and terms of business, incident management, investigations, enforcement and financial services disputes work.

Wilf’s clients have included most of the world’s major banks including Bank of America Merrill Lynch, Citibank, JPMorgan, Goldman Sachs, HSBC and, Morgan Stanley and Zürcher Kantonalbank (ZKB), some of the major UK banks, and Latin American banks such as Bradesco and Banco do Brasil. He also advises market infrastructure providers such as Intercontinental Exchange (ICE), as well as participants in such markets. His brokerage clients include Oppenheimer and he advises insurers such as Fairfax and Lloyd’s of London participants.

His recent work includes advising clients on dealing with the implementation and impact of the EU/UK regulatory reforms (e.g., EMIR, MiFID II, capital, recovery & resolution, governance, ring-fencing, anti-money laundering issues and shadow banking reforms) and more recently the challenges of Brexit. Wilf was among the team which advised the Abu Dhabi Global Market in the drafting of the laws for its financial centre; he also advises on ADGM and DIFC regulatory matters.

Wilf is also a member of TheCityUK’s Next Generation Leadership Council.

Advising banks, brokers, financial institutions, exchanges, clearing houses and corporates on business structure, ongoing compliance and other advisory issues

• Authorizations and licensing of new businesses
• Change of control and management / governance
• Client agreements / terms and conditions of business
• Policies and procedures
• Conduct of business
• Regulatory investigations and enforcement matters
• Client disputes
• Regulatory capital, capital instruments and capital structuring
• Scope of regulatory permissions and regulatory perimeter issues
• Custody, account, prime brokerage, derivatives, security, collateral and other agreements
• Corporate governance, senior managers regime, allocations of responsibility
• Data protection
• Anti-money laundering and sanctions
• Regulatory reporting
• The impact of various developments in European legislation, in particular their cross border impact, including MiFID II and EMIR
• Legal opinions and memoranda on regulatory matters

Establishing new financial institutions or financial companies and regulatory approvals

• ICE on its partnership with Abu Dhabi National Oil Company and nine of the world’s largest energy traders to establish ICE Futures Abu Dhabi, a new exchange in Abu Dhabi Global Market hosting the world’s first Murban crude oil futures contracts
• ZKB on its establishment and FCA authorization process for a new UK brokerage subsidiary.
• A major UK bank on its post-Brexit European legal entity structuring and booking models.
• ICE Clear Singapore and ICE Futures Singapore on establishing their clearing and exchange businesses in Singapore.

Regulatory disputes, investigations, enforcement proceedings and litigation

• A hedge fund on a market abuse investigation
• TBC Bank (U.K. listed; Tbilisi), a Georgia bank on regulatory issue
• A data firm on investigation into usage of financial data
• Anti-money laundering advice to clients, including on contentious on-boarding queries, policies and procedures and National Crime Agency (NCA) reporting obligations.
• Various financial institutions, their boards and individual directors and executives on conducting internal investigations, implementing compliance programs, regulatory investigations and enforcement and regulatory risk including on issues related to insider dealing, market abuse, market manipulation, disclosure, confidentiality of information, anti-money laundering issues and sanctions compliance.

Structuring and facilitating acquisitions and disposals of financial businesses or holdings in such businesses

• Mubadala Capital on its acquisition, together with Fortress management, of Fortress Investment Group.
• Fairfax on the $1.4 billion sale of its Crum & Forster Pet Insurance Group and Pethealth to JAB.
• Fairfax, together with certain of its controlled affiliates, on the $1.35 billion sale of RiverStone to Gatland Bidco.
• Riverstone on its acquisition of Neon Group from American Financial Group, Inc.
• Sompo Holdings on the financial regulatory aspects of its $6.3 billion acquisition of insurer and reinsurer Endurance Specialty Holdings.
• Fairfax and OMERS on the c.$750 million disposal of Riverstone insurance to CVC.
• DBAY Advisors Limited, a private equity fund based in the Isle of Man, on its acquisition of a majority stake in haulier Eddie Stobart as part of the rescue package for that firm, which included an FCA-regulated subsidiary.
• Fairfax Financial Holdings Limited on its £1.22 billion acquisition of Brit plc.
• Thomson Corporation on its acquisition of TradeWeb, a UK authorized multilateral trading facility.
• DBAY on its acquisition of a stake in Anexo Group plc.

Derivatives Regulation

• Various hedge funds, banks, central banks, development banks and corporates on derivatives clearing, reporting and conduct of business requirements under the EMIR, encompassing the scope of the requirements, exemptions, extraterritorial issues, intragroup agreements, policies, negotiations with counterparties on new documentation and methods for compliance, including through adherence to the various ISDA protocols.

Legislative drafting

• Abu Dhabi Global Market (ADGM) on its establishment as a new international financial centre in the U.A.E.
• The Public Investment Fund on the establishment of NEOM.
• The Public Investment Fund and The Red Sea Development Company on the establishment of The Red Sea Project.
• The Royal Commission for Al-Ula on the establishment of a new special zone at Al-Ula. The new zone will focus on heritage and culture, as well as eco-tourism and adventure activities.
• A special economic zone in Anaklia City, Georgia on the development of its legal and regulatory framework.
• Numerous institutions and infrastructure providers on proposals to amend or introduce new laws and regulations in the UK and elsewhere.

FinTech

• Coinbase, a cryptocurrency exchange platform operator, on regulatory matters including the structuring of various transactions to be entered into by Coinbase in the future.

Outsourcings

• Advising various institutions on business process, IT and offshore outsourcings.

Capital markets offerings and transactions

• Various issuers and most of the main banks and brokers on selling restrictions, stabilization, analysts’ research, ethical walls, market soundings, disclosure issues, Market Abuse Regulation matters and publicity in connection with their equity and debt offerings.

Compensation

• Various financial institutions (including State Street and Wells Fargo) on various aspects of compliance with the U.K. FCA/PRA's Remuneration Code.

Brexit

• Various clients in relation to policy papers regarding the implications of Brexit for the EU/U.K. financial services sector, in addition to recommendations on the future state of the EU/U.K. relationship.