Thomas Donegan is a partner in the Financial Institutions Advisory & Financial Regulatory practice. Thomas and his team advise financial institutions, including banks, brokers, exchanges, clearing houses, fund managers, insurers, corporates and other end-users. His practice involves advising on legal and regulatory issues arising in clients' businesses, including regulatory advice, structuring, 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.

Thomas has practiced as a specialist financial regulatory lawyer at Shearman & Sterling for 19 years.

Thomas’ clients have included most of the world's major banks including Bank of America Merrill Lynch, Citibank, JPMorgan, Goldman Sachs, HSBC and Morgan Stanley, some of the other major UK banks, the leading exchange and clearing group Intercontinental Exchange (ICE), national banks such as Bradesco, Itaú and ZKB, brokerages such as Oppenheimer and insurers such as Fairfax and Lloyd's of London.

His recent work includes advising clients on dealing with the implementation and impact of the EU/UK regulatory reforms arising out of the 2008 financial crisis (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. Thomas 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. He also practices contentious regulatory work, recently advising a group of investors who lost their savings to London Capital & Finance plc on securing government compensation and overturning the FCA's decisions on ex gratia compensation.

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
• legal opinions and memoranda on regulatory matters

Establishing new financial institutions or financial companies and regulatory approvals

• Zürcher Kantonalbank on its recent 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.
• Intercontinental Exchange 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.
• Intercontinental Exchange (ICE) in its establishment of ICE Clear Europe as the first new derivatives clearing house in London since 1880 and ongoing advice on multiple matters since then.
• Abu Dhabi National Oil Company (ADNOC) on the establishment and launch of two new trading units: ADNOC Trading and ADNOC Global Trading.
• The Depository Trust & Clearing Corporation (DTCC) on setting up DTCC Derivatives Repository Ltd, their European trade repository.
• Société Générale on its joint venture with Calyon to establish NewEdge and later bringing in house of that business.

Investigations, enforcement and litigation

• Investors in London Capital & Finance plc on their representations to the Dame Gloster review into regulatory failure by the Financial Conduct Authority and successful campaign for a government compensation scheme for investors.
• Certain investors in London Capital & Finance plc on their judicial review of the decisions of the Financial Services Compensation Scheme (R v Financial Services Compensation Scheme Limited), a complaints process in which the FCA's decision not to compensate investors was held invalid by the Financial Regulators Complaints Commission and an upheld complaint against the Financial Services Compensation Scheme.
• Anti-money laundering advice to clients, including on contentious on-boarding queries, policies and procedures and National Crime Agency (NCA) reporting obligations.
• A shareholder of a major UK bank on an investigation and enforcement process concerning alleged breaches of change of control requirements.
• Two UK banks and custodians on FCA investigations relating to client money and client assets.
• 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.
• ICE Clear Europe Limited, in its successful intervention as a joining party and respondent to a client money dispute concerning MF Global's administration (In re MF Global UK Limited).
• A consortium of subordinated bondholders on the Bank of Portugal's decision to place Banco Espirito Santo (BES) into resolution.
• A group of fund investors in the Lehman litigation (In re Lehman Brothers Europe).
• A group of fund investors in a contentious regulatory matter related to capital instruments of a major southern European bank.

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

• 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.
• Société Générale on its acquisition of Kleinwort Benson Bank Limited and Kleinwort Benson Channel Islands Holdings Limited, the UK and Channel Islands’ wealth management business of BHF Kleinwort Benson Group S.A.
• 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.
• Bridgepoint Advisers on its £212 million acquisition of Moneycorp.
• ICE Inc. on its approximately $11 billion acquisition of NYSE Euronext and subsequent reorganization.
• 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.
• Thomson Corporation on its acquisition of TradeWeb, a UK authorized multilateral trading facility.
• Morgan Stanley on its purchases of various European credit card portfolios and other assets.
• DBAY on its acquisition of a stake in Anexo Group plc.

Derivatives Regulation, Commodities

• A broad range of hedge funds, banks, central banks, development banks and corporates on derivatives clearing, reporting, margin, contractual provisions and conduct of business requirements, including the EMIR, MiFID II package, CRR2 and Basel 3, SFTR and the Dodd Frank Act among others.
• Other legal and regulatory advisory work related to derivatives and commodities – see above.

Legislative drafting

• Abu Dhabi Global Market (ADGM) on its establishment as a new international financial centre in the U.A.E.
• A Middle Eastern country on the establishment of a new legal regime within its territory.
• Numerous institutions and infrastructure providers on proposals to amend or introduce new laws and regulations in the UK and elsewhere.
• Active Participation on several Financial Markets Law Committee working groups, including on banking, clearing and emission allowances.

Outsourcings

Advising 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)

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.

Professional Affiliations

• Participant in the main UK and continental European financial services market committees for practitioners and market associations (e.g. FMLC, FIA, UK Finance).
• Frequently an invited speaker at conferences on financial services law and regulatory issues.

Awards & Accolades

• Thomas is ranked as a leading individual in Legal 500 UK, which has cited him as being “excellent”, “an exceptional lawyer, very pragmatic” and having a “deep understanding of European regulation”.
• Thomas is currently ranked in Legal 500 UK as a next generation partner for Financial Services: Non-Contentious/Regulatory, and as a leading individual for both Financial Services: Contentious and Derivatives (including Commodities). He is recommended for both Insurance: Corporate and Regulatory.
• Thomas is also listed as highly regarded by IFLR1000 and is ranked as a recognized practitioner by Chambers UK for Financial Services: Non-Contentious Regulatory, with clients noting “he is an excellent regulatory lawyer and always gets to the crux of the issue," and that "he is exceptional to work with, and he provides high-quality advice with a truly in-depth knowledge."

Publications

• On the Existence of a Pan-European Reverse Solicitation Regime under MiFID II, and Its Importance Following Brexit, JIBLR (with others)
• UK Listing Regime Reform - A Major Overhaul of the UK’s Listing and Capital Markets Rules Proposed, Shearman & Sterling LLP
• How Best to Navigate the LIBOR Transition: Challenges and Solutions for Corporate Treasurers and CFOs, Shearman & Sterling LLP
• Financial Services Regulation under the UK-EU BREXIT Deal, Shearman & Sterling LLP
• ESMA’s Post-Brexit Regime for UK Investment Firms Revisited—‘Equivalence’ or Direct Regulation?, Shearman & Sterling LLP
• COVID-19 and the banking sector, Practical Law Company (with Chloe Barrowman)
• The Abu Dhabi Global Market – Legislative Framework, Approach and Methodology, JIBLR (with others)
• Legal Risk Management in a Crisis, Shearman & Sterling LLP
• PRIIPS and Capital Markets Transactions: a Better Way Forward? Shearman & Sterling LLP
• Brexit: Significant Opportunities for a Regulatory Reboot, Banking Perspectives, Q3, 2016, The Clearing House (with Barney Reynolds)
• Brexit – Opportunity for a Reboot of Financial Regulation, JIBLR (with Barney Reynolds)
• MiFID II: A cure for all ills, IFLR (with Barney Reynolds and Anna Doyle)
• FSMA banking business transfers: choosing the right route, PLC (with Barney Reynolds)
• The pros and cons of UK exchange recognition, IFLR (with Barney Reynolds)
• 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)
• Protecting the Market, Carbon Finance (with Mehran Massih)