Financial Services

Both supervisory law and tax law: for regulated financial services firms are two sides of the same coin. That’s why PwC Legal and PwC offer you an excellent combination of lawyers and tax experts – an unmatched combination in the world of finance that provides our clients with prompt and comprehensive advice.

Our lawyers advise on:

• Institution-focused (prudential and conduct of business) regulatory requirements and change, in particular as it impacts day-to-day business (run the business – change the business) questions arising at a regulated firm and/or in dealings with counterparties and clients 
• Market and sector-specific focused regulation for traditional financial services and FinTech solutions 
• Transaction-type focused regulation, in particular regulatory compliance of structuring, documentation and reporting systems for traditional and regulatory capital driven transactions
• Legal and regulatory structuring questions as they apply to licence applications and regulatory approval processes, in particular with the German Federal Financial Supervisory Authority (BaFin) and the European Central Bank in the context of the Banking Union’s Single Supervisory Mechanism
• Establishment of EU branches or subsidiaries at home and abroad
• Ownership control evaluations and change in control procedures as well as legal entity optimisation assistance
• Issues relating to governance, compliance, money laundering prevention, consumer protection, data protection and risk management and drafting policy and procedures both firmwide as well as for specific product lines throughout the business lifecycle 
• Forward-planning, horizon scanning and/or dealing with the regulatory priorities, supervisory expectations and scrutiny from national competent authorities in the EU as well as further afield as well as EU-level authorities such as the ECB-SSM or the SRB in the context of Banking Union as well as the European Banking Authority, the European Securities and Markets Authority or the European Insurance and Occupational Pensions Authority 
• Tax advice related to the above

The range of national (and international) banking products and financing sources is constantly evolving. PwC Legal is at your side as an experienced partner, with deep industry knowledge, seamless collaboration and practical execution from a single source to help structure, document and close transactions helping clients grow. As PwC Legal represents both finance providers and borrowers across virtually all industry sectors and transaction types, we understand the specific needs of each party.

Our lawyers advise on:

• Acquisition finance and asset based lending 
• Corporate loans 
• Debt and claims trading
• Real estate financing
• Project, energy and infrastructure finance
• Refinancings and restructuring 
• Structured financial products and FinTech solutions
• Consumer Finance 
• Trade Finance
• Corporate finance and M&A in particular commercial, legal and regulatory due diligence
• Tax advice related to the above

Capital market transactions, such as an IPO, often require multidisciplinary solutions that adhere to tight deadlines. At PwC Legal, we have the necessary know-how to comprehensively identify legal risks across the whole spectrum of capital markets products and complex and diverse funding needs. We provide you with practical support for equity and debt capital market issuances along with other capital market issuances or in  secondary market transactions. We provide cutting-edge advice and execution on the legal, regulatory and practical aspects of cross-border transactions, offering driving documentation from structuring through to execution and closing. 

Our lawyers advise on:

• Listing and admission to trading on regulated markets, MTFs and on other trading venues 
• Segment changes
• Capital increases of all kinds
• Preparation of securities prospectuses
• Fulfilment of post-admission obligations, implementation of the recommendations of the German Corporate Governance Code and submission of the declaration of compliance
• Notifications and publications under capital market law, e.g. voting rights notifications, personal transactions by executives
• Issuance of corporate bonds
• Squeeze-out of minority shareholders
• The acquisition of own shares
• Adjudication proceedings, actions for annulment, release proceedings
• Public takeover bids and their avoidance
• Preparation and conduct of general meetings
• Design of executive remuneration systems
• Tax advice related to the above

The global regulatory framework poses major challenges for the structured finance and cross-border securitisation market. At the same time, it offers many opportunities. PwC Legal advises on all types of securitisations, structured notes,  hybrid project finance and project. Our lawyers possess particular expertise in asset classes such as commercial receivables, residential and commercial mortgages, auto loans and leases, consumer credit and commodities. In addition, clients benefit from the regulatory and cross-border structuring and documentation expertise of our teams.

Our lawyers advise on:

• Structured finance (securitisations and structured notes), other finance for all asset classes
• Schuldscheine and Fund-linked Notes 
• Setting up and running of SPVs
• Tax advice related to the above

Regulatory reforms continue to redefine and reshape how derivatives and securities financing transactions, along with related collateral arrangements are structured, documented, executed, booked and reported. PwC Legal advises on the breadth of these issues from an integrated advisory and transaction and documentation-focused perspective. 

Our lawyers advise on:

• A variety of derivatives and securities financing structures and master agreement documentation, in particular, ISDA, GMSLA, GMRA and DRV
• EMIR reporting requirements for derivatives transactions
• SFTR reporting requirements for securities financing transactions
• Exchange-traded or securitised derivatives and credit derivatives
• Equity derivatives
• Currency and interest rate swaps 
• Weather and energy derivatives
• Index and commodity certificates
• Warrants
• Contracts for Difference (CFDs)
• Securities lending and Repo transactions
• Collateral agreements
• Tax advice related to the above

In the disciplines of prime brokerage services and the custody of client assets, we offer high-quality solutions tailored to your needs. With PwC Legal, you remain legally secure when concerning clearing, settlement, asset servicing, reporting and foreign exchange trading.

Our lawyers advise on:

• Legal issues relating to prime brokerage services and documentation
• Notification and processing of capital changes
• Transfer of financial securities
• Securities processing and settlement
• Custody of assets
• Trust and fiduciary services
• Fulfilment of comprehensive counterparty and regulatory reporting
• Tax advice related to the above

Corporate crises can be triggered by a wide variety of factors and can be caused by a multitude of reasons. In any case, quick and consistent action is required from management. Our interdisciplinary teams of experts bring their knowledge to bear to make companies profitable again. PwC Legal provides restructuring support and accompanies you through the entire process of formal insolvency proceedings in the event of financial difficulties.

Our lawyers advise on:

• Debt waivers, debt subordination or debt-to-equity swaps
• M&A activities and transferred restructuring efforts
• Restructuring and judicial reorganisation proceedings
• Binding information in connection with restructuring profits
• Refinancing, and Sale & Leaseback options
• Tax advice related to the above

Whether it concerns data-driven decision support, Robotic Process Automation (RPA), the introduction of artificial intelligence (AI), the selection and deployment of technologies, feasibility studies, strategic transformations or topic prioritisation: professional advice on the digital transformation of the Financial Crime Compliance Office and its processes are essential. Our lawyers assist in defending companies and regulated financial services firms during investigations by public prosecutors or other authorities both at home and abroad, in conducting internal investigations and in providing preventive advice to avoid criminal and regulatory charges.

Our financial crime lawyers, working closely with PwC Legal’s Financial Regulation team, advise on:

• Protection against (and identification of) money laundering for all industries and segments, including the preparation of Suspicious Activity Reports (SARs)
• The classification of laws and guidelines, as well as the sharing of knowledge pertaining to the best practices of international regulatory authorities and industry associations
• The identification of new typologies, hidden networks, internal fraud, trade-related money laundering and money laundering in correspondent banking and trade finance
• The monitoring of sanctions lists (in a narrower and broader sense), as well as the monitoring and analysis of payment flows to identify and prevent terrorist financing
• The identification and management of relationship risks related to operations and compliance risk management
• Profiling, identity verification and digital due diligence
• Identification of business partners, related parties and, ultimately, beneficial owners
• The link to operational onboarding and decision-making processes and fraud prevention
• Process review and digitisation

PwC Legal advises on the resolution of complex disputes worldwide. Whether before ordinary courts, in arbitration proceedings or out of court – we advise national and international clients from industry and commerce, as well as banks, credit institutions and institutional investors comprehensively on risk management systems, compliance and in complex civil disputes.

Our dispute resolution lawyers working closely with PwC Legal’s Financial Regulation team,  advise on:

• Dispute resolution and the development of a transnational conflict strategy – including a detailed risk and cost analysis
• Disputes in foreign jurisdictions
• International disputes which are rooted in foreign legal systems and touch on issues of German law
• Litigation before German courts
• Out-of-court dispute settlements
• Development of interdisciplinary procedures (“Common Ground Dispute Resolution”) for out-of-court dispute resolution
• Assessment and evaluation of conflicts and asserted claims (often as a second opinion for insurers)
• Preparation of second opinions on the prospects of success regarding disputes
• Conflicts, taking into account aspects of criminal law.

The EU’s Insurance Distribution Directive across the EU as well as in Germany, the Insurance Contract Act (Versicherungsvertragsgesetz) contains numerous aspects that are intended to ensure enhanced transparency in favour of the policyholder. This concerns, for example, regulations governing the early termination of life insurance policies, the handling of policy documents prior to application, and the exclusion period for existing insurance policies. Our experts at PwC Legal will support you in legally compliant dealings with your contractual partners and policyholders.

Our lawyers advise on:

• Preparation, product development and review of insurance product documentation and contracts 
• Insurance distribution models, including via “traditional” sales structures and/or using digital means on the internet or via apps including the building of customer portals
• Advice on drafting the text of insurance conditions and specific risk policies
• Setting up group insurance contracts for B2B and B2C providers
• Tax advice related to the above

The business models of insurers are continuously evolving. They often no longer act exclusively as risk carriers, but offer their customers an innovative and extensive range of products in many areas of life. At the same time, they are subject to strict regulatory requirements. We support insurance companies in ensuring that innovative business models are in line with regulatory requirements, while keeping a firm eye on your entrepreneurial goals.

Our lawyers, working closely with PwC Legal’s Financial Regulation team, advise on:

• The establishment of direct insurers or reinsurers, licence applications and regulatory approval processes in Germany as well as entering other national insurance markets in the EU-27 through establishment or passporting 
• Business plan changes, portfolio transfers and within the scope of Solvency II
• Regulatory compliance of insurance products and their distribution models
• Ongoing regulatory advice for insurers, intermediaries, InsurTechs, reinsurance undertakings as well as financial conglomerates concerning their regulatory capital and supervision of their conduct of business compliance to meet Solvency II standards 
• Expert opinions on supervisory law issues, both for internal company decisions and on matters that are the subject of supervisory investigation
• Transactions such as stock transfers or company acquisitions/sales
• Branches in service transactions, run-off of insurance portfolios and outsourcing projects
• Data protection advice related to the above
• Tax advice related to the above

In tight insurance markets, solutions in which companies bear a portion of the risk themselves become an interesting prospect. This allows risks to be placed on the market while overall costs decrease. Our insurance experts analyse different variants of retention structures on a company-specific basis, and reveal the actual value of insurance or risk transfer. Based on these results, we plan a tailor-made insurance concept together with you.

Our lawyers advise on:

• Captives (captive insurers or reinsurers)
• Development of protected cells
• Development of finite solutions
• Risk securitisations
• Tax advice related to the above

Businesses demand solution-oriented lawyers who can provide a practical approach to your insurance indemnity needs. Whether it concerns disaster-induced asset losses, product claims, securities disputes or classic liability cases, our insurance experts support you across borders in complex insurance disputes. We analyse the problems and draft a concrete plan of action.

Our lawyers advise on:

• Liability and coverage, as well as arbitration proceedings (examples: D&O, W&I and liability insurance)
• Tax advice related to the above