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Financial Institutions Advisory & Financial Regulatory

Financial Institutions Advisory & Financial Regulatory




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Shearman & Sterling’s longstanding financial regulatory practice serves our clients’ retail and institutional businesses in the U.S., U.K., EU and globally. This focus on regulatory activity across geographies and the excellence of our U.S., U.K. and European practices make us the international counsel of choice for clients with difficult regulatory challenges in their home jurisdictions that are also seeking to meet global best practices. Backed by clear technical advice and strong relationships with regulators, we advise clients on the laws and regulations of the world’s key financial and commercial centers.

Leveraging our deep regulatory knowledge and global capabilities, we help clients cultivate relationships with regulators, deliver innovative solutions to increasingly complex regulatory issues, as well as make the most of opportunities presented by regulatory reform initiatives and market developments. Our clients include domestic and global banks, large financial institutions, bank holding companies, broker-dealers, investment firms, insurance and reinsurance companies, exchanges, SEFs/MTFs, clearing and settlement providers, and payment service providers.

With a global presence matching that of many of our clients, our multi-jurisdictional practice allows us to provide seamless coverage. We work on international and complex cross-border, first-in-kind regulatory and compliance matters and transactions, and our clients value our insights on how local initiatives fit into the global regulatory architecture.

Our practice covers a wide range of financial regulatory reforms, day-to-day regulatory/compliance issues, transactional structures, trading and markets issues, regulatory investigations and enforcement proceedings. We have extensive experience advising on bank regulation, bank insolvency, recovery and resolution planning and corporate governance, bank capital markets transactions, including Dodd-Frank implementation, related rulemaking (such as the Volcker Rule) and corresponding EU legislation (such as EMIR, MiFID II and CRD IV) and international initiatives.

With vast experience advising clients on the full range of regulatory, transactional, trading and markets issues, we are particularly focused on the regulation of securities broker-dealers, alternative trading systems, CCPs, clearing houses and exchanges. In addition, our lawyers are at the forefront of issues related to Brexit and the changing regulatory landscape in the U.S., keeping our clients informed of these important developments.

Several lawyers in the group have previously held prominent positions in key regulatory authorities worldwide, including the U.K.’s FSA (now the FCA and PRA), the SEC, the Board of Governors of the Federal Reserve System and various European and Asian regulatory agencies.

Bank Recovery & Resolution 

Banks, creditors and other financial market participants look to Shearman & Sterling for their most critical resolution and recovery issues, including planning for resolution, restructuring and recapitalization.

We provide real-time strategic advice to our clients on:

  • Developing credible resolution plans and on their resolution plan submissions to regulators
  • Legal entity structural changes, recapitalizations and capital raisings
  • Implementing and complying with TLAC requirements
  • Strategic business and governance decisions related to firms’ global resolution strategies
  • The implications of "bail-in" as a resolution tool
  • Investors, on their investments in distressed banks
  • Bankruptcy law, insolvency law and bank resolution issues

Recognizing that recovery and resolution requirements often need to meet requirements across jurisdictions, we bring together industry-leading experience from around the globe in financial regulation, State aid, restructuring, litigation, bank finance and capital markets.

We also work with principal trade organizations on comment letters, such as the proposed regulations related to living wills and the Orderly Liquidation Authority and the Financial Stability Board’s proposal on key attributes of effective resolution regimes.


Serving clients’ retail and institutional businesses in the U.S., U.K., EU and globally, Shearman & Sterling’s Broker-Dealer team offers a comprehensive and multi-jurisdictional service attuned to the needs of our clients and the international regulatory landscape. Harnessing the deep experience of our lawyers, we represent many of the world’s leading broker-dealers and investment firms as well as other market participants, including trading platforms, settlement systems and clearing houses.

Advising on the full range of securities regulatory issues, we continually monitor pending regulatory and legislative proposals to keep our clients well-positioned and well-informed. We provide day-to-day advice on all the operations and challenges facing our clients, including licensing, capital requirements, trading issues, sales practices, research, inducements, client classification, handling regulatory examinations, anti-money laundering and regulatory investigations, examinations and enforcement matters.

We have unparalleled experience in the formation and registration of broker-dealers and investment firms across the U.S. and Europe. Clients turn to us for advice on the structure and timing of expansions and reorganizations, cross-border service provision and third-country access, including obtaining regulatory approvals.

Our broker-dealer clientele includes all forms of broker-dealers and broker-dealer and investment banking businesses: retail, institutional trading (equity and fixed-income), prime brokerage, research distribution, investment banking advisory, capital markets, private placement advisory, ATSs, MTFs, OTFs, market makers and interdealer brokers.

Clients particularly appreciate our Online Broker-Dealer Library, which houses a comprehensive set of both recent and historical client publications, organized by topic and date.

Legislative Drafting 

Relying on our deep understanding of the statutory and regulatory framework in which the financial services industry operates, as well as our constant connectivity to regulators, our clients turn to us for advice on:

  • the global impact of new laws and regulations;
  • assistance with responses to consultations on legislative proposals; and
  • insights on legislative lobbying

We also collaborate with the main market associations, such as SIFMA, the FMLC and ISDA, on many of the proposed changes to legal and regulatory obligations, highlighting conflicts and legal uncertainty issues arising across jurisdictions.

Our award-winning team of lawyers is often called on to counsel governments on creating new regulatory frameworks or reforming their existing framework. Much of our work in this area requires an unprecedented level of interdisciplinary cooperation and coordination. We provide strategic policy advice and draft the supporting legislation to establish world-class legal and regulatory regimes which reflect the international standards, sophistication and certainty found in leading financial centers.

UK and EU Regulation 

Banks, investment firms, asset managers, brokers, trading venues, clearing houses, settlement systems, insurers and reinsurers turn to Shearman & Sterling to advise them on the laws and regulations of the wholesale and retail markets in the United Kingdom and European Union. Clients value the broad experience of our practitioners and the comprehensive coverage we provide on all aspects of financial regulation affecting their businesses.

We provide strategic advice on national and cross-border acquisitions and sales, capital raisings, group structuring, governance, resolution planning and outsourcing, expansions and reorganizations, as well as cross-border service provision and third-country access. In addition, we advise on day-to-day legal risk management, including regulatory authorization and change in control, prudential requirements, sales and trading practices, conduct issues, market abuse, KYC and anti-money laundering, inducements, client classification and data protection.

Because of the strong relationships of trust we have built with regulators around the world, we can assist clients in presenting valid concerns to these officials. We also help clients navigate some of the most time-pressured and sensitive regulatory investigations, reviews and enforcement matters.

We work closely with industry bodies, including ISDA and the FMLC, to cultivate market responses to regulatory developments and recommend solutions to address legal uncertainty. By monitoring legislative proposals, we stay abreast of industry guidance and market developments and use this knowledge to keep our clients ahead of regulatory trends, helping them anticipate and plan for regulatory change.

US Bank Regulation 

Our clients look to us for high-quality U.S. bank regulatory advice rooted in our longstanding ties with regulators, as well as for the integrated solutions we provide by drawing upon our strength in related practice areas. With decades of experience, we advise U.S. banks and banks established elsewhere with operations in the United States on day-to-day regulatory issues, regulatory reform implementation, and examination and enforcement issues.

We advise clients on a broad range of financial reform-related matters as well as transactional work and are in touch with regulators on a regular basis. This relationship and credibility with regulators facilitates our clients’ compliance with regulatory requirements and helps them plan for anticipated regulatory changes. Several of our lawyers have held prominent positions at key U.S. regulatory authorities. In addition, we work closely with colleagues in our Litigation practice, many of whom have held prominent positions at the U.S. Department of Justice, the SEC and other regulators.

The cumulative effect of our bench strength, long history, relationships and experience has made us one of the most sought-after advisors by financial institutions.