Legal Services

 

Authorisations and permissions

An FCA application needs more than a well-drafted regulatory business plan. The business model, permissions, governance, financial resources and senior management all need to fit together and stand up to scrutiny. We advise on:

• whether you need authorisation, which permissions you need, and whether an exemption, exclusion or appointed representative arrangement fits better;
• the legal and regulatory requirements of the application, including the threshold conditions;
• controllers and Senior Management Function holders, including preparation for FCA interviews;
• the FCA’s assessment, including case officer questions and what to do if the FCA indicates it may refuse;
• variations of permission, as your business changes.

Our consulting team can prepare the supporting material, such as the business plan, financial projections, and policies and procedures. We will agree at the start which parts of the work are legal advice and which are consulting.

 

Regulatory transactions and corporate changes

Buying, selling or restructuring a regulated firm brings regulatory steps that can hold up completion. We advise on:

• change in control, including section 178 notifications for buyers and targets, the FCA’s assessment period and any conditions attached to its approval. Where the FCA’s prior approval is required, completing without it is a criminal offence, so the timetable matters;
• regulatory due diligence on acquisitions and investments;
• group restructurings and changes to ownership structures;
• notifications to the FCA arising from corporate changes.

 

FCA supervision, investigations and remediation

When the FCA asks questions, how you respond early often shapes the outcome. We advise on:

• information requirements and supervisory requests;
• requirement notices and voluntary requirements;
• the legal issues that arise during a skilled person review under section 166;
• whether and how to notify the FCA of a breach, and how to put it right;
• FCA investigations.

 

Governance

Most firms that get into regulatory difficulty had governance: boards, committees, policies and compliance reports. What they lacked was governance designed to run the business rather than to satisfy the regulator. Done properly, governance gives the board information it can act on, protects the people who run the firm by showing the reasonable steps they took, and changes the conversation with the FCA when something goes wrong. Our solicitors have sat on regulated boards and chaired governance committees and advise on governance from that experience.

• Governance health check: how the board, its committees and the executive actually work, what information reaches the board, how issues are escalated and tracked, and whether the arrangements still fit the firm.
• Governance redesign: our consultants design the structures, management information and escalation processes; our solicitors advise on directors’ duties and senior manager accountability, and draft the terms of reference, matters reserved and delegated authorities that give the design legal effect.

 

Senior managers and regulatory advice

• The Senior Managers and Certification Regime, including responsibilities maps, statements of responsibilities, regulatory references, conduct rule breaches and fitness and propriety decisions.
• Directors’ regulatory duties and personal responsibility.
• Formal opinions on the interpretation of FCA rules and guidance, and on the regulatory perimeter.
• New products and business models, including cryptoassets and derivatives, and the route for overseas firms entering the UK.

 

Legal advice and confidentiality

One important difference between legal advice and regulatory consulting is legal professional privilege. Confidential communications between you and our solicitors, made for the dominant purpose of giving or receiving legal advice, are privileged, and privileged material is a protected item under section 413 of the Financial Services and Markets Act 2000, which the FCA cannot require you to produce under its statutory powers. Difficult points, such as whether a breach is notifiable, whether a product needs a permission or whether a director is exposed, are therefore better answered in privileged legal advice than in a consulting report.

Privilege belongs to you, so whether anyone else sees the advice is your decision. If you later need to show the FCA, a court or your own board that you took proper advice and acted on it, you can choose to rely on it, and we will advise you on what that involves.

Privilege does not apply automatically to all work done by a solicitor, or to our consulting services, so we keep legal advice in its own documents and do not summarise it in consulting reports. Where an engagement involves both legal and consulting work, we will explain the difference and set out which services we are providing.

 

How we work

Every legal matter is led by one of our solicitors. We agree the scope with you in writing at the start, give you an estimate of costs, and tell you promptly if it is likely to change. We bill monthly in arrears. Our engagement letter will confirm whether the services you are receiving are regulated by the SRA.

 

Our solicitors

Dan Harasemchuk, Co-Founder and Co-Managing Partner 

Dan is a solicitor of England and Wales and was previously a barrister and solicitor in Nova Scotia, Canada. He began his legal career as a clerk at the Tax Court of Canada, then joined Stewart McKelvey, where he practised commercial and tax litigation.

In 2006, he moved to London to join the International Capital Markets group at Allen & Overy, advising on debt capital markets and structured finance transactions as MiFID came into force. He was seconded to Lehman Brothers to work on a joint venture with the London Stock Exchange to develop a multilateral trading facility (MTF). After Lehman Brothers collapsed in 2008, he continued the project with the London Stock Exchange and became General Counsel of its MTF, Baikal Global.

He went on to be General Counsel and Head of Compliance at ETX Capital, then an FCA-authorised broker. He was responsible for its legal and compliance functions and its relationship with the FCA, and advised the board and senior management on legal, regulatory and governance matters.

Since co-founding Objectivus in 2015, Dan has advised sell-side and buy-side firms, equity research providers, payment services firms and cryptoasset businesses on governance, risk and regulatory compliance. His legal practice focuses on financial services regulation, including FCA authorisations, regulatory perimeter questions, regulatory governance, internal investigations and FCA supervisory matters. He is the firm’s Compliance Officer for Legal Practice and Compliance Officer for Finance and Administration.

He holds an LLB from Dalhousie University and an MSc from London Business School, where he was a Sloan Fellow.

 

Anne Stratford, Consultant Solicitor

Anne is a solicitor of England and Wales. She began her training contract at Frere Cholmeley Bischoff in 1997, completed it at Eversheds following the firms’ merger in 1998, and qualified in 1999 before joining Slaughter and May.

In 2002 she joined Cantor Fitzgerald, where she spent over a decade as Director of Legal and then Chief Operating Officer of Cantor Index, its CFD, FX and spread betting business. She sat on its board and chaired a number of its governance committees, and was responsible for its client terms, risk warnings, financial promotions, complaints and Financial Ombudsman Service matters, as well as its operations and technology.

She went on to be Group Chief Executive of Solo Group, Chief Legal and Commercial Officer of MESH Holdings plc, and General Counsel and Chief of Staff at Dinosaur Merchant Bank, advising the board and its independent non-executive directors on legal, regulatory and governance matters. She has held FCA controlled functions as a director and as a chief executive.

At Objectivus, Anne's legal practice focuses on governance and SM&CR, FCA supervision, investigations and enforcement for firms and individuals, FCA authorisations, regulatory change, and client documentation for trading firms, including terms of business, risk warnings and market-standard agreements such as ISDA, GMRA and GMSLA.

She holds an MA in Jurisprudence from St Hilda's College, Oxford, and the Diploma in Legal Practice, with Distinction, from the University of Bristol.

 

Talk to us

If you are planning an application, facing an FCA request, buying or selling a regulated firm, or reviewing how your firm is governed, call +44 (0)20 3457 3283 or email info@objectivus.com. We can usually tell you in a first conversation what the main issues are and what the work will involve.

Our Regulatory Information page explains which of our services are regulated by the SRA and what that means for you.