Future BCLP trainee, Keenan Taku, delves into the government’s proposed trading system

Among the Labour government’s ambitious plans for achieving economic growth is the introduction of the Private Intermittent Securities and Capital Exchange System (PISCES). Originally proposed by the Conservatives in December 2022, PISCES will be a new regulated trading platform designed to let shares in private companies trade in a controlled, intermittent environment.

Rather than being a single exchange, PISCES will operate as a regulatory regime under which approved third-party platforms, such as alternative trading venues, brokers and even the London Stock Exchange (LSE), will provide the trading infrastructure. The initiative forms part of a wide range of proposals intended to reinvigorate the UK capital markets amid concerns that British companies are increasingly choosing to list in the US – for example, Arm Holdings, a Cambridge-based semiconductor and software design company which chose to list on NASDAQ last year.

HM Treasury plans to lay a statutory instrument before Parliament in May 2025, setting out the legal framework for PISCES. It will be set up as a ‘financial markets infrastructure (FMI) sandbox’ – a way for the government to let companies test new technologies and promote innovation in financial services. The sandbox will operate in a live, structured environment with special oversight, and can allow for temporary waivers or adjustments to regulatory requirements.

Key features

• Non-listed companies — PISCES will mainly serve private companies, but unlisted public companies (including overseas firms) may also be eligible.

• Secondary market — The platform will only allow for existing shares to be traded between current and potential investors, and will not allow companies to raise new capital by issuing new shares like a stock exchange would.

• Reduced regulatory burden — As PISCES will initially run as an FMI sandbox, companies trading on PISCES will not be subject to the full Market Abuse Regulations (MAR) or UK Listing Rules. They will follow tailored disclosure and transparency requirements: more than in a private placement, but less than in the public markets.

• Intermittent trading — Participating companies will decide when the “trading windows” will take place (e.g. quarterly or biannually) and for how long.

• Investor restrictions — Only institutional investors, employees of participating companies, and investors who meet the definition of ‘high net-worth individuals’, ‘self-certified sophisticated investors’ and ‘certified sophisticated investors’ under the FSMA 2000 (Financial Promotion) Order 2005 are eligible to participate. At least initially, retail investors are excluded.

• Tax exemption — The draft statutory instrument provides the power to exempt Stamp Duty and Stamp Duty Reserve Tax from applying on the transfers of shares admitted on PISCES platforms.

The market context

With just 18 new listings on the London Stock Exchange in 2024, the UK’s public equity markets have struggled. With factors such as global economic uncertainty, geopolitical risks, and increased regulatory burdens and costs, it is clear why many companies prefer to stay private for longer and then list elsewhere when market conditions are favourable.

The PISCES proposal comes at a time when access to capital from private markets has seen steady growth, with private capital in the UK now providing £1.2 trillion in funding according to UK Finance. Coupled with greater investment from venture capital and private equity into private companies but fewer opportunities for companies to become public and list their shares on a stock exchange by undertaking an Initial Public Offering (IPO), PISCES could be the crucial link that provides a cross-over between the private and public markets.

Private access to capital

One appeal of PISCES is that it provides an easier way for founders and venture capital or private equity backers to access liquidity in a market where IPOs are less attractive and buyers are hard to find. The platform simplifies share sales, but some investors are sceptical about its benefits. Founders of fast-growing companies may be reluctant to opt in fearing that shares negotiated with trusted VC or PE partners could end up with unknown investors with different visions.

Companies could manage this risk by listing a class of non-voting shares on PISCES and limiting the amount of shares offered, but this could come at the cost of little to no interest, and therefore liquidity, from potential investors interested in having control.

Light touch regulation

Under the statutory instrument, the Financial Conduct Authority (FCA) will approve, supervise and intervene in how PISCES platforms are run. However much of the regulation surrounding market abuse, listing rules, and financial promotions will be disapplied or modified in favour of a more tailored regulatory framework.

While a more ‘hands off’ approach to regulation may encourage more PISCES listings, there should still be strong enough controls to prevent abuse and protect investors. The FCA itself confirmed that without market abuse rules, there is a higher risk than in public markets that some investors, such as employees, could have access to information not available to other investors, bringing the integrity of the market into question.

Although breaches of the MAR will not be sanctioned under PISCES, participants would still be subject to broader laws around fraud and misrepresentation, and will be asked to compensate investors, assuming they are still solvent.

All of this could make for an uneven playing field between investors ‘in the know’ and those who aren’t, and reduces trust and confidence in the system.

It is poignant to remember that last year FCA Chair Ashley Alder warned that, “there are clear dangers in indulging in any sort of race to the bottom in any sort of deregulatory agenda…” in relation to a growing trend of the UK trying to deregulate quickly, with a view to keeping up with the US and boost business activity. Are the lack of guardrails worth the opportunities for investment and liquidity?

Decentralised operations

The FCA will delegate much of the rule-setting to the individual operators on admission, disclosure and trading, effectively decentralising its administration. This could prove highly beneficial by creating a competitive ‘private stock exchange market’ where future operators try to outcompete rivals by having lighter onboarding requirements, offering cheaper fees or operating better technology. Competition should lead to smarter, cheaper and faster platforms, as well as expand the choice of listing locations. Different operators may even specialise in different sectors e.g. one operator focusing on biotech startups, another on infrastructure companies.

However, the PISCES operators will ultimately bear no responsibility for the content of disclosures, and will be expected to monitor but not approve them. The FCA does propose a negligence standard to core information disclosure and a higher liability standard for “recklessness or dishonesty” standard for forward-looking statements, but wouldn’t this be more effective if the disclosure was verified? One’s thoughts may turn to when Companies House lacked the statutory powers to verify the accuracy of information it published, so that esteemed characters such as Mickey Mouse and Donald Duck were published as the names of directors of fake companies that were engaged in fraud and money laundering.

That being said, companies seeking investment through PISCES may need to reckon with investors requesting full disclosure of information about the company and its future prospects as institutional investors will likely not give up their usual due diligence checks. While making for a more transparent market, it will erode arguably the most significant advantage of being a private company: confidentiality.

The death of AIM?

Some commentators believe PISCES will be a direct rival to the public equities markets and could prove fatal to the Alternative Investments Market (AIM); the LSE’s junior market for smaller, high-growth companies keen to float but falling short of the requirements of the Main Market. The future of PISCES is wide open, but this prediction is unlikely given that it will not be open to retail investors who freely browse the public exchanges and are more prone to “panic selling” when the market is down.

PISCES does not allow companies to raise new capital which public markets allow for, making it more of a stepping stone to a full listing rather than a direct rival. The LSE’s proposed ‘Private Securities Market’ – making use of the PISCES framework – underscores this co-operation between the public and private markets.

Looking ahead

PISCES represents a bold and potentially transformative attempt to bridge the gap between the private and public markets at a time when companies are increasingly reluctant to go public. By providing liquidity without the burdens of full public market regulation, it could unlock new opportunities for founders, employees, and investors alike. However, its success will hinge on maintaining a careful balance between encouraging innovation and safeguarding market integrity. Without sufficient regulatory guardrails, the very issues that have plagued other lightly regulated systems could resurface, damaging trust and undermining the platform’s credibility before it has had a chance to flourish.

Whether PISCES becomes a springboard for UK growth or a cautionary tale of deregulation gone too far will ultimately depend on how wisely its freedoms are managed.

Keenan Taku is a future trainee solicitor at BCLP. He has a strong interest in capital markets and investment funds, holding a Capital Markets and Securities Analyst certification from the Corporate Finance Institute.

The Legal Cheek Journal is sponsored by LPC Law.

Future BCLP trainee, Keenan Taku explores the FCA’s abandoned proposals to name firms under investigation

The Financial Conduct Authority (FCA) has three operational objectives as set out in Section 1 of the Financial Services and Markets Act 2000 (“FSMA”): a) protecting consumers, b) maintaining the integrity of the markets and c) promoting healthy competition between financial service providers.

These three mandates are crucial in terms of maintaining the integrity of the financial system, providing a stable environment in which market participants can act, and ensuring consumers are adequately protected from harmful actors and products through the use of regulations and enforcement powers.

Part 1 proposals

On 24 February 2024, the FCA published CP24/2 (the “Transparency Proposals”). This was a consultation paper setting out the adoption of a new, more flexible framework for publicising the names of firms at the onset of enforcement investigations, and would stir up considerable controversy in the City over the succeeding months.

According to the current enforcement guidance regime, naming a firm under investigation before it has concluded is only done in ‘exceptional circumstances’, such as to protect consumers and investors, or to maintain public confidence in the market.

For example, in 2022 the FCA publicised the opening of an investigation against Citigroup Global Markets for a trading error that caused a ‘flash crash’ (a rapid, volatile drop in the price of equities followed by a quick recovery) and for which CGM was eventually fined £27.7 million in 2024. Having made the announcement very near to the actual incident, the FCA believed, quite reasonably, that this reassured investors that an accountable and responsible regulator was alert and addressing the problem, and this may have helped to maintain trust and confidence in the markets. However, this power is seldom used.

Under the Transparency Proposals, the ‘exceptional circumstances’ test would have been replaced by a new ‘public interest’ test that set out a non-exhaustive list of factors that the regulator would take into consideration before deciding to name companies under investigation. In effect, the bar for public announcement would be significantly lowered, which would make it a more common event in the financial markets. Most controversially, the impact on firms under investigation was explicitly ruled from the public interest framework and was accompanied by a notice period of no more than 1 business day before an announcement of a named firm would be made.

Backlash to the original consultation

Then-Chancellor Jeremy Hunt, in a rare intervention with the regulator, expressed hope that the FCA would “re-look at their decision”. Citing that the FCA now had a secondary growth duty as enacted by Parliament in 2023, the proposals “did not feel consistent” with said duty, according to Mr Hunt who introduced the 2022 ‘Edinburgh Reforms’ in a bid to loosen financial regulation. Chancellor Rachel Reeves, while not making explicit reference to the Transparency Proposals, used her speech in Mansion House to criticise financial regulation that had “gone too far” and hampered financial service firms since the GFC, promising a package of regulatory reforms to get the City back on its feet.

Herbert Smith Freehills expressed several concerns, which included the removal of certain procedural safeguards and the potential for a less transparent enforcement process. It was noted that the significant reduction of the guide, from 328 pages to 59, may omit important guidance which could lead to ambiguity in enforcement procedures. If firms are uncertain about what powers the regulator has and how they are exercised, this can ultimately contribute to regulatory uncertainty for firms, weak deterrence against misconduct, and damage to the UK’s reputation as a financial hub.

BCLP contested that the proposals were incompatible with several legal obligations, including its general duties under section 1B FSMA as highlighted earlier in this article. Far from ensuring financial stability or promoting competition, the firm highlighted the one sidedness of the public interest framework by reference to the fact that the target firms’ interests have been deliberately excluded as a “specified factor” in the test. The firm went on further to say that “when a major regulator announces that there are circumstances suggesting a firm has breached regulatory standards, customers and investors will always be inclined to believe that there is “no smoke without fire”. Such circumstances mean that the firm may suffer significant prejudice as a result of an announcement, creating an unstable business environment.

One of the most oft-cited objections from detractors across the City was that in 2023/24, the FCA reported that approximately 67% of enforcement investigations resulted in no further action, reinforcing concerns that premature public announcements could unfairly damage firms that are later cleared. Given that investigations can take three to four years from start to finish, it is little wonder why announcements appear detrimental to public reputation. As a client, investor or supplier of a firm under investigation, the commercial association would potentially be so damaging that waiting for a result would not cut it: you would need to find alternative partners.

However, an upside is that they could have promoted transparency for consumers and built trust in the financial system. By announcing that a firm is investigated, consumers could feel more reassured that the regulator is actively working to protect them from nefarious or unfair dealings and that bad behaviour is being punished. One clear demonstration of precisely this lack of transparency and trust was the PPI scandal (in which tens of millions of consumers were mis-sold credit financial products) that wasn’t discovered until the early 2000s when it had already taken place for decades. The inability to identify the scandal, coupled with a delayed regulatory response, perceived weak enforcement, and underestimation of the scale of mis-selling rightfully caused the kind of mistrust in the financial system that supporters of the Transparency Proposals want to avoid.

Transparency also allows market participants to make clearer, more informed decisions. In this regard, consumers and firms will feel emboldened to avoid dealing with businesses under investigation due to the perceived risk of regulatory breach or other unlawful conduct, which itself minimises the risk of being associated with such actions.

Following widespread criticism from across the financial services sector, the House of Lords Financial Services Regulation Committee (FSRC) wrote to the regulator seeking further clarification and justification of the proposals, with the Head of the Committee Lord Forsyth of Drumlean warning that such proposals risked having a “disproportionate effect on firms”. To fully come to terms with the regulator’s reasoning, the Committee requested a cost benefit analysis from the FCA to evidence its proposed changes.

In April 2024, the FSRC invited respondents to give evidence, who highlighted major failings in the consultation process. A number of law firms were among the respondents submitting evidence as highlighted with Herbert Smith Freehills and BCLP above.

Part 2 proposals

In November 2024 the FCA issued revised proposals in a second consultation paper: CP24/2, Part 2. Taking on the feedback from stakeholders, the Part 2 proposals would include 1) the impact of an announcement on the relevant firm and 2) the potential for an announcement to seriously disrupt public confidence in the financial system or the market as considerations to the public interest test.

Furthermore, the 24-hour notice period has been extended to 10 days for firms to make representations to the FCA, and firms will receive an additional two days’ notice if the regulator decides to announce.

The FCA defended its decision not to publish a CBA by citing s138I FSMA, which mandates CBAs for new rules, not changes to enforcement guidance. However, this reasoning was strongly contested by stakeholders who argued the economic impact warranted voluntary disclosure to fully make sense of why the proposals were being introduced.

Closure and moving forward

In the face of the government’s strong commitment to economic growth and widespread institutional backlash from major players and groups in the City, the FCA’s Transparency Proposals were dropped on 12 March, with chief executive Nikhil Rathi citing a “lack of consensus” as the reason for not moving forward. While firms and investors may welcome the decision, it raises an uncomfortable question: where does this leave consumer protection?

The FCA’s retreat is a clear signal that UK regulatory policy is shifting towards market-friendly policies that prioritise business confidence over aggressive enforcement. Transparency, once seen as a pillar of financial integrity, has now been weighed against economic growth and found wanting. The government’s mission to position London as a global financial hub may well succeed, but at what cost?

History has shown that when consumer protection is sidelined in favour of economic growth, the consequences can be severe. The PPI mis-selling scandal, where billions were eventually paid out in compensation, was not a failure of overregulation but of too little, too late. A financial system that protects firms at the expense of transparency risks eroding public trust: a lesson that regulators and policymakers would do well to remember.

As the FCA moves forward under mounting pressure to foster growth, the challenge remains: can it strike a balance between maintaining confidence in the markets and ensuring consumers are not left in the dark? Or will this be a precedent for a more lenient regulatory approach, where accountability takes a backseat to economic ambition?

Keenan Taku is a future trainee solicitor at BCLP. He has a strong interest in capital markets and investment funds, holding a Capital Markets and Securities Analyst certification from the Corporate Finance Institute.

The Legal Cheek Journal is sponsored by LPC Law.

Ropes & Gray counsel Jacob Bennett reflects on his career journey, diversity in the legal profession, and the advice he’d offer aspiring lawyers

Jacob Bennett, counsel in the finance practice of Ropes & Gray’s London office, has built an impressive career navigating one of the most demanding areas of law. Reflecting on his journey from Manchester to the City of London, he speaks with candour and pragmatism. As the legal profession reckons with its diversity challenges, Bennett’s insights as a Black lawyer offer a thoughtful lens on progress and what still needs to change. Ahead of ‘Black lawyers share their stories — with Ropes & Gray’, an in-person student event taking place today (Wednesday 20 November), he shares his experiences, reflections, and advice.

Bennett’s legal journey began at the University of Leeds, followed by the Legal Practice Course (LPC) in Manchester. He trained at an international firm in his city, working across asset finance, corporate law, and general finance. It was during these experiences that he discovered his passion for finance law — a specialism he hadn’t initially considered. “When I did the LPC, I had no real interest in finance,” he recalls. “I came into it thinking I’d be a real estate lawyer. But my first seat was in asset finance, and that was the first time I had any real visibility over what it would be like to be a finance lawyer in practice. I really enjoyed it.”

Through his training, Bennett realised how finance often underpins broader corporate transactions. “I did a corporate seat and enjoyed that as well, so I thought, why not try general finance? It’s interesting how M&A and private equity fit hand in glove with finance,” he explains. “The intellectual challenge, the pace, and the collaborative nature of the work really drew me in.”

Bennett moved to Ropes & Gray at two years post-qualification, attracted by the US firm’s focus on private capital and its relatively lean finance practice. “That lean structure appealed to me because it meant working on a broad range of financing matters,” he says. “It also gave me the opportunity to take on responsibility early in my career and gain exposure to more senior-level work.” Now specialising in leveraged finance, Bennett describes his practice as dynamic and multifaceted. “Leverage finance is about putting together the capital stack that enables private equity funds to acquire businesses. It’s creative, adaptable work that often involves advising both sponsors and lenders. The variety of the deals keeps it interesting — no two transactions are the same.”

The finance market has faced significant disruptions in recent years, from geopolitical instability to rising interest rates and inflation. Bennett has experienced these challenges firsthand, particularly in how they affect deal-making. “It’s been a bit of a choppy period,” he observes. “High borrowing costs created a valuation gap between buyers and sellers. For a time, buyers struggled to meet the sellers’ expectations because the cost of borrowing was prohibitively expensive.”

These pressures have led to shifts in the market, with private credit funds becoming increasingly prominent. “These financial institutions don’t take deposits but raise capital to lend to businesses, often stepping in where traditional banks retreat,” he explains. “Over the past two years, private credit fund-backed deals have become the norm in the mid-market space.”

The agility of private credit funds has allowed them to thrive in periods of market volatility, Bennett notes. “They generally aren’t as regulated as deposit-taking institutions, so they’ve been able to lend in areas where traditional banks haven’t been as active. For example, during the global financial crisis and more recently, private credit funds stepped in where banks pulled back.”

For aspiring lawyers, Bennett emphasises the importance of understanding both market trends and the business of law itself. “Sometimes applicants focus heavily on what’s happening in the markets, but they often overlook how firms operate as businesses. Thinking about both can really set you apart.”

As a Black lawyer in the City, Bennett offers a nuanced perspective on diversity and inclusion. “When I was applying for training contracts, I didn’t see many lawyers who looked like me,” he recalls. “But to be honest, I didn’t think much about it — it was an unknown, unknown.” Representation, however, plays a critical role in inspiring confidence among aspiring lawyers. “It’s helpful to see senior people who look like you or share a similar background. It shows that what you’re aiming for is achievable and that your background isn’t a barrier.”

Since starting his career, Bennett has seen progress in how the legal profession addresses diversity. “There’s been a huge emphasis on ensuring the talent within law firms reflects the society they serve,” he says. “Diverse teams bring fresh perspectives, which is vital when solving complex legal problems.” Even so, he acknowledges the subtle ways in which underrepresentation can manifest. “It’s small things, like hearing colleagues talk about skiing holidays — something that’s never been part of my background,” he reflects. “Moments like that can make you feel slightly out of step.”

Bennett also highlights how diversity is more than just equitable — it’s critical to a firm’s success. “When everyone in a team has the same background, you’re less likely to get fresh, novel ideas. A diverse team brings different perspectives, which is essential in finding rounded solutions for clients.”

At Ropes & Gray, diversity and inclusion initiatives are a key focus, from mentoring partnerships with charities like Urban Lawyers to events aimed at supporting underrepresented groups. Bennett sees these efforts as vital to attracting and retaining Black talent. “As we increase representation across all levels — from trainees to senior partners — it will create an environment where everyone feels more at home and relaxed,” he says.

In addition to institutional efforts, Bennett recognises the importance of personal responsibility. “Each of us has a role to play in fostering inclusion,” he notes. “Whether it’s mentoring, supporting events like this one, or simply being visible as a Black lawyer, these efforts help build confidence and belonging.”

When asked what advice he would offer aspiring Black lawyers, Bennett is clear: “Don’t rule yourself out of opportunities because you think you lack the experience or confidence. Say yes to challenges, even if they feel outside your comfort zone. Growth comes from leaning into the unknown.”

Jacob Bennett will be speaking at the Legal Cheek event ‘Black lawyers share their stories — with Ropes & Gray’, Wednesday 20 November, 4pm to 6:30pm, at the firm’s City of London office. This event is now FULLY BOOKED, but be sure to check out our other upcoming events.

 

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Hill Dickinson partner Richard Capper discusses life in the firm’s banking and finance team and offers advice for the next generation of lawyers

“No two days are ever the same,” says Richard Capper, head of banking and finance at Hill Dickinson. “I manage transactions on behalf of the firm’s clients, and alongside this I coach younger members of the team to make them better lawyers. I also win work. I’m essentially living the dream!” he adds laughing. Heading up a team of four partners and around eleven other associates across the firm’s offices in Manchester, Liverpool, Leeds and London, Capper is clearly passionate about his work.

“It’s really nice seeing your former trainees progress through the firm. We’ve got some very good young lawyers at Hill Dickinson, and we’ve got some great partners who used to be trainees.” Finding the progression of junior members of the firm a big attraction of his job, he tells us that “seeing them going from the trainees we induct to becoming partners is very rewarding”.

But what does it take to be a trainee in Capper’s banking and finance team? The experienced lawyer is quick to emphasise that in this area of the law, you’ll rarely be stuck twiddling your thumbs. “Anyone that relishes the challenge of having a fairly active workload” is likely to thrive banking and finance. “I’ve never had a quiet day in my entire career,” he says. “We’re always operating at a level that is well-occupied, and I think that’s challenging for some but comforting for others. You’re not worrying about being quiet or being pigeon-holed into an area that’s too niche.”

It’s clear Capper and his team’s busyness is thanks in part to its transactional nature, meaning it thrives in good times and is resilient against “choppy” market conditions. “Because it’s diverse, we can ride out market conditions that aren’t so kind to other practices,” Capper explains. “If corporate transactions are quiet, we can do property. If both are quiet, we can work on general corporate lending. There’s always something to be done.”

Ahead of tomorrow’s event on the future of the global economy with Hill Dickinson, we ask Capper whether the current market conditions are affecting businesses in his practice. “Interest rates are still quite low,” he assures. “When I started my career in 1990, interest rates were much higher. I don’t believe they’re prohibitively high currently, and it hasn’t had much impact on business levels.” But, regardless, Hill Dickinson seems to be making the most of the changing rates. “Companies are taking advice on how they can mitigate the risk of further rises, which is sensible. Interest-rate mitigation — sometimes referred to as hedging — is another area which we have been able to take advantage of. Giving advice on hedging documents and mitigating exposures to the changing market has been good to us.”

Opportunism seems a clear theme to Capper’s approach to a fluctuating economy. “We’re very resilient as a firm. Choppy waters aren’t bad because entities might look to move their banking to take advantage of lower rates, so there’s always opportunity for deals,” he reveals. “Economic conditions always create opportunity,” he notes.

And what drives these economic conditions? “You’ve got obvious upcoming events like elections in both the UK and the US, which will weigh on the minds of those that do business generally because it’s an unknown. Ongoing wars in the Middle East and eastern Europe will also inevitably affect the markets,” Capper notes.

While on the topic of economic change, I was curious to hear from Capper how he helps his clients navigate these unknowns and prepare for the future. “Lawyers need to be wearing a positive hat and not talking everybody into negative territories,” he emphasises. “I support the ‘So What?’ view; none of this stops businesses operating as usual.” Regardless of what’s happening in the outside world, “we need to carry on promoting activity in the markets we operate in”.

A clear example of this resilient attitude to change comes from the firm’s approach during the pandemic – a “record year” for Hill Dickinson, Capper notes. “We saw throughout the pandemic that clients need to be able to change very rapidly. We moved from giving transactional advice to advising clients on what protections they needed such as how to deal with staff and sickness. All of these changes came about very quickly, not just in banking but firm-wide.” Adaptation and resilience are clear themes to Hill Dickinson’s approach to this unprecedented era; “the lessons that we took from the pandemic are that we can adapt very quickly if we need to,” Capper notes. Summing up his approach to navigating the unknown, he says: “just crack on”.

Approaching the end of our conversation, I ask Capper about his experience at the firm, being a Hill Dickinson veteran going on 14 years, and his advice for those seeking training contracts at the firm. “I have a formula here that works; I love my team, I like my clients, and I love my office,” he says. “It’s a really great place to work, and we all enjoy being here.” While recognising the need for flexibility, Capper trumpets the benefits of being in the office, particularly for those just starting out in their careers. “Training is better done face-to-face,” he explains. “There’s no learning environment quite like being in-person in the office.”

For TC hopefuls at Hill Dickinson, Capper advises that, “you need to sell yourself and you need to prepare well.” He says to, “avoid the obvious pitfalls of making mistakes on your application and never underestimate your experiences; working in retail or working in hospitality are always great to see on an application.” Emphasising the importance of grit and strength of character, he advises, “if you’ve applied previously and you were rejected – apply again. Persistence pays.” Finally, he says, “enthusiasm for the firm you’ve applied for is critical. Know what we do and why you want to be here.”

Richard Capper will be speaking alongside other Hill Dickinson lawyers at ‘The future of the global economy — with Hill Dickinson’, a virtual student event taking place tomorrow afternoon (Tuesday 16 January). Apply to attend.

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Gowling WLG principle associate Sushil Kuner discusses cross-border work, ESG and her unique value add for clients

Starting off our conversation, I ask Sushil Kuner, a principal associate at Gowling WLG, about life in the firm’s financial services regulation practice. “My day-to-day is very varied, and that’s partly due to the small size of our team. What this means is that we deal with a broad range of issues individually. So, rather than having sector specialists within the team, we do a dual role of supporting other practice groups within the firm, as well as working with our own diverse client base,” she tells me.

Kuner goes on to explain that the clients she works with include financial institutions (such as banks and insurers) and asset managers, as well as those who aren’t in financial services themselves, but offer financial products, like large auto manufacturers. “This comes about because during the consumer journey these businesses increasingly offer finance options to customers and are often regulated for consumer-credit related activities. We also act for a range of housing developers where regulatory considerations around things like shared ownership schemes, help to buy and second charge mortgages are often required,” she details.

The benefit of this structure is that it allows a good deal of diversity in terms of the issues Kuner’s able to deal with each day, so things are kept interesting and challenging. “It keeps us on our toes, especially because regulatory is constantly evolving in any case. Think crypto assets, for example, around which there is a fairly new and ever-developing regime,” she points out.

I took Kuner’s mention of crypto as an opportunity to ask for her perspective on the issues that students should keep an eye out for around artificial intelligence (AI), the metaverse and cryptocurrencies. She cautions, “each one of these aspects is a huge area, and moreover, I look at them largely from a financial services regulatory angle. So, keep in mind that you can consider each from a range of perspectives. With AI, for instance, aside from financial services regulatory, two very different, but equally interesting, legal issues surround intellectual property (IP) rights and data privacy,” Kuner notes. Meanwhile, you could be using crypto assets to make purchases in the metaverse, but once again, the financial services regulation is just one facet in a whole array of legal issues that could arise, for example, tax considerations, she points out.

Kuner also went on to speak about her experience of working with the firm’s US and India-based clients and the skills needed to work on matters with a strong cross-border dimension. “Sticking with the theme of crypto assets, the nature of the sector is that businesses operating in this space can be based anywhere in world. Now, if they want to do business with UK consumers, they come to us to ask for perimeter guidance”, she explains. This entails assessing their business model to see if they are conducting activities regulated within the UK, and if so, helping them navigate this process to establish themselves in the UK.

While Kuner acknowledges that a large majority of clients do speak English, the language barrier is, however, not completely eliminated when working with international clients. “The trickiness comes in because you have to be much clearer and more articulate – for instance, when you’re having to break down complex terms that you might be familiar with, but a client isn’t, particularly in other jurisdictions,” she tells me. Understandably, this is a key skill to ensure alignment of interests and objectives, as well as managing client expectations.

Kuner also draws my attention to an additional dimension of cross-border client work at a global law firm — project management. “We’ll sometimes have a US-based client that wants to start doing business in Europe. Now, we make it clear at the outset that we only advise on English law, but the client can then ask us if we can project manage their enterprise. So, once we produce an initial memo based on English law, we would share that with our counterparts in other jurisdictions and seek their legal opinion,” she details. “This enables the client to see how the positions differ between different jurisdictions.”

We then chatted about Kuner’s career journey, she urged the next generation of lawyers not to “pigeonhole themselves early on” and “be open to possibilities”. She qualified as a corporate lawyer in 2007 pre-credit crash; “the wrong time to qualify into corporate,” she tells me. After two years of buoyant activity, with back-to-back completions, she was faced with dwindling work and law firms across the board making redundancies. Kuner decided to move to Canada on a one-year working visa where she joined a Big Four firm’s Vancouver office.

“If there’s one thing I would tell students, it’s to not have tunnel vision and think ‘I’m a lawyer, I can only do a legal job at a law firm’. Seeing the events of the crash unfold really opened up my eyes to financial services — so when I came back after the one-year working visa expired, I applied for a role at the Financial Services Authority, as the Financial Conduct Authority (FCA) was then called,” she details.

While Kuner started off on a six-month placement, she ended up staying for 8 years, moving around various teams. “I wrote key external industry-facing documents in the FCA’s Supervision division, and also spent four years as a case lawyer and lead investigator in its Enforcement division”, Kuner explains. Unsurprisingly, these experiences are now invaluable to her career at Gowling WLG, as her insights into the FCA’s processes give her a unique value-add when it comes to advising clients. “If you haven’t worked at the FCA before, and you’re regulated by it, it can be a scary beast. But because I’ve got that understanding of its strategic priorities and how it makes its decisions, I’m able to bring that added perspective, and it’s certainly something that clients appreciate”, she tells me.

Approaching the end of the interview, I was also curious to get Kuner’s insights on the role played by financial services in Environmental, Social and Governance (ESG) considerations, given the increasing emphasis on these in recent years.

“The regulatory angle on ESG in financial services is huge,” she says. “The UK government has been making it clear since around 2018 that financial services are a key driver in the net zero transition — after all, they help determine where capital is deployed.

Kuner continues: “With that in mind, the regulators have put in place a number of initiatives with respect to disclosure, addressing listed issuers, large asset management firms and big capital owners. This is effectively a whole new disclosure regime which requires these players to report on their climate-related metrics and policies. With investors and consumers being more interested in firms’ ESG policies to ensure that their capital is being steered in a meaningful direction, the role of financial services regulation in relation to ESG is significant.”

Gowling WLG’s Sushil Kuner will be speaking at ‘The Big Commercial Awareness Themes of 2023-24 — with DWF, Goodwin Procter, Gowling WLG, Lewis Silkin, Squire Patton Boggs and ULaw’, a virtual student event taking place THIS AFTERNOON (6 November). Apply now to attend.

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Mayer Brown associate Charlotte Tarr discusses the benefits of working in a small team and how she trained and qualified while managing a cancer diagnosis

“We’re a small team of just five”, says Charlotte Tarr, an associate in the financial services regulatory and enforcement practice in Mayer Brown’s London office. The practice includes more than 20 lawyers in London working across different disciplines, but it is led by the core team that Charlotte is part of. Speaking with me an hour before she’s needed on another call, she tells me excitedly that it’s a client pitch she’s looking forward to: “I can’t go into details, of course, but it’s one of those situations, where it’s a fascinating client, and you just really want to be involved”, she says smiling.

Charlotte, who qualified in spring of 2023, tells me a little bit about her practice and the work they do. “Our team is really interestingly split. One of the partners who does regulatory work sits in the contentious area of our firm, while the other partner sits in finance. So, we get a really good opportunity to experience both ends of the spectrum — contentious work, as well as the more advisory side of things”.

Being part of an expanding team brings with it unique opportunities. “What’s exciting about this is that after the partners, it’s directly just myself and the other associate. So, we’ll do the classic things an NQ anywhere would be doing, like filing applications with the Financial Conduct Authority, but we also go all the way up to assisting with writing due diligence reports”, explains Charlotte. What this means in practice is lots of exposure and a non-hierarchical team where trainees and associates are comfortable to ask questions, gain experience and build their own knowledge. “We’re not just engaging with the black-letter law, but are learning how to pitch, budget and understand client needs from a very early stage — that experience over two to three years will just be invaluable to our growth”, she says.

Coming with the territory of being in a small team is high levels of responsibility, and Charlotte tells me that the team’s two associates get involved in a lot of “matter management”, something more typically reserved for senior team members. “This means being able to know the progress on any given matter the partners are working on — so in the first and last parts of my day I’m checking where the matters are up to, what needs to be done and finally what’s been completed”, she says.

If you’re worried that the small team and responsibility mean hurried lunches and a skewed work-life balance, then fret not. Charlotte assures that the latter is a priority, with the partners aiming for the team to have 6 pm finishes every day, and no emails disturbing team members when they’re off on holiday. As for lunch, she tells me that the break is a must for her. “Advisory work is academically intensive” Charlotte says. “It’s someone coming to you, often with a unique problem you’ve never heard of in a grey area where the law is changing incredibly quickly Think crypto, for example.” To summarise, if you like work that’s constantly evolving, then advisory is for you. While there certainly is some long-term work, for the most part, the team can be handling over ten active matters in any given week — and that’s quite different from some other practice areas, like litigation, explains Charlotte.

I went on to ask Charlotte how, as a lawyer, she navigates the tension between regulations that may not yet reflect market developments fully, and clients, who want precise legal advice in grey and fast-changing areas. “. The most that any lawyer can do is try to stay on top of all the developments that are happening and there’s plenty of resources that help you do that. Legislation takes a long time to come through, but in the meantime, there’s consultation papers, internal firm newsletters, team meetings and other such resources that track development. The key is to understand the needs to the specific needs of clients and the parameters you are working within to help that client.”

Hearing Charlotte speak so positively about her work and her time at Mayer Brown so far prompts me to ask her what made her apply to the firm in the first place. “I went through the application process twice. I received and turned down a training contract offer from another firm right after I graduated from university, and decided instead to go travelling for three years”, she says.

It was a Stage 4 cancer diagnosis and subsequent treatment which meant she had to stop travelling, and it was at this point that she thought carefully about what she wanted to do for the next few years. “Straight away, my priority was having a small cohort. Everyone knows who you are, and you’re a lot more likely to get the seats that you want,” Charlotte details.

However, Mayer Brown’s appeal didn’t stop at that. She stresses that the firm’s support in relation to her diagnosis, which entails lifelong treatment, has been incredible. “There was a period of time before I had started my TC, where my diagnosis got very scary — it jumped from Stage 3 to Stage 4. I called up graduate recruitment to withdraw my acceptance, because I knew I was going to have to go into very intense treatment, and I didn’t want to mess them around”, she says.

“But the firm insisted that this was something they could work with to support me. When I had my first major surgery, to remove my lung, a week before the start of my TC, the senior partner said my start date could be pushed back six months. I was also given the option to train from home — and this was pre-Covid, when working from home was not prominent.” Charlotte goes on to say that she has come across several people within the firm with a range of conditions, often long-term, and there is always the sense that they are well-supported. For example, Mayer Brown’s new ‘Enable’ network, which she helped set up, is specifically designed to support those at the firm with long-term disabilities. “I think the firm is incredible, and really, when they treat you so well, you want to work well and reciprocate”, says Charlotte.

Charlotte also stresses that interviewing and delving into an area like Financial Services, which you might not be well-acquainted with, does not have to be intimidating. “Financial services was the last seat of my training contract and I did not plan to qualify into it when I started, as I was just coming out of a seat I absolutely loved and was convinced I’d qualify there. So, when I realised I really liked regulatory and needed to become more knowledgeable about the area quickly, I started by listening to podcasts covering the basics of crypto, funds and regulation on my commute. It’s a niche area, and you’re not expected to know everything inside out — but if you have the basic knowledge and do a bit of research that’s going to go a long way,” she reassures.

“The second thing I did was  to set up my news alerts. You’ll need to be updated on what’s going on in the market. Lastly, when it comes to interviews, email and ask who’s likely to be on the panel — most people don’t do this, but it’s hugely helpful to get to know your interviewers before you meet them. Also make sure you’ve researched the size of the team you’re interested in. If you bring up work you’re interested in doing, and the team doesn’t do that, then you lead your interview into an awkward moment”, she advises.

Hear from Mayer Brown lawyers at ‘Banking & finance showcase — with Mayer Brown’, a virtual student event taking THIS AFTERNOON (31 October). Apply for one final few places now.

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Ahead of next week’s virtual event, Weil’s Patrick Brendon discusses his busy day-to-day and using secondments to broaden one’s horizons

Weil, Gotshal & Manges’ Patrick Brendon joined the firm 12 years ago as a trainee, and is now one of the firm’s new Banking & Finance partners. Finding the firm a very “dynamic and meritocratic” environment, he is incredibly positive about his time there.

Patrick tells me that he likes an early start to his day, which allows him to balance family life, get on top of emails and plan out his day. “We are a busy practice, so the more senior you get, the more live deals you’re having to actively manage.” As a team, Patrick notes, Weil’s finance practice has been on an upward growth trajectory for some time and retains a strong portfolio of clients — his day-to-day varies between responding to queries relating to legacy deals as well as the execution of current ones.

I went on to ask him what exactly the role of a lawyer is in the finance transactions he works on, where he acts for borrowers, such as private equity sponsors. “Essentially, what a finance lawyer does is to manage a process to execution. The starting point is that a client comes to you, looking to do an acquisition, for which they need to borrow a certain amount of money,” he explains. “Our role, as lawyers, is to guide them on the terms and structure of the borrowing, which in turn feeds into advice on who they are going to be borrowing from”. The journey from start to finish of securing this money can be variable in length, sometimes taking a month, and sometimes, a year. “It really depends on the deal, and each deal is different”, summarises Brendon.

Part of what makes the job enjoyable for Patrick is the structured nature of his practice. “There are milestones in everything that we do. We know where we want to get to, and it’s about how we navigate to that end goal”, he tells me.

“ For instance, if we’re doing a deal where we’re competing with other private equity sponsors to acquire a certain asset, the first step would be to get committed financing for that bid. Then, we would spend about two weeks getting lenders to agree terms, and hopefully win the auction asset. Once that’s done, the focus shifts to lenders signing the long-form documentation and then to actually closing the deal.”

Outside of the deal process, Patrick’s work involves delving into the minutiae — drafting and reviewing documentation, negotiating specifics with the other side and judging what points to take to the sponsor. “How we frame these and guide our clients is based around what we are seeing in the market, what is appropriate in the current deal environment and where we see risk factors”, he explains, adding that this is where majority of his value-add as a senior lawyer comes into play.

Patrick goes on to discuss the value of client secondments, which the Weil finance team actively pursues for associates and counsel. “Secondments really help to contextualise the day-to-day work that you do. It’s very easy, when working in a deal-flow environment, to overly focus on the day-to-day or next milestone, but it’s important to always understand where we fit in in the context of the wider transaction”, he says. “Stepping outside of the bubble helps you become more efficient in your interactions with the institutions you deal with, as you understand the sorts of processes that they need to go through on their end”, he explains.

Beyond the knowledge aspect, client secondments are also a great networking opportunity. “If you go over to the capital markets team at a private equity house, you get a huge plug into the market and the people within it, which is hugely valuable”, explains Patrick.

I then asked Patrick about his experience of training at Weil, with the finance practice being a small team of just five to six people when he joined. “I was thrown straight into the deep end — you were forced to step up and take responsibility early”, he recalls. While he recognises that this can be daunting for some, he thrived in this setup, as it allowed him to gain exposure to running deals very early on in his career. “There is a huge benefit to training and working in a dynamic and flexible team because of the opportunities it affords for you to push yourself”, he encourages.

So, what should those seeking to explore a finance practice keep in mind? Patrick notes that the day-to-day is a lot less legalistic than other practice groups. “I find myself doing less law than other practice groups. A lot of what we do is cross-border transactions, so what is important is locating the risk factors in different jurisdictions and grasping the framework in which deals happen,” he explains. But the key thing to keep in mind, and something often ignored by new joiners in Patrick’s experience, is to recognise how all these factors are ultimately predicated on a very legalistic framework — “at the end of the day, you’re drafting a security agreement a certain way because of the law underpinning it”, he points out.

His advice to succeed in a finance practice is to be multi-faceted. “The best lawyers are great at managing a process and are organised to stay on top of their workflow. They can understand different jurisdictions and have the emotional quotient to interact with a range of different people, with a strong legal base to underpin these skillsets. And above all, they are motivated to achieve the best outcome for their clients,” he adds.

Patrick Brendon will be speaking at ‘Life as a global finance lawyer – with Weil’ a virtual student event taking place on 20 September 2023. Apply now.

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