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Thomas Donegan

Partner

Thomas has broad financial regulatory experience, which includes advising on strategic and structuring matters, regulatory authorisations and licensing, change of control, regulatory capital, regulated activities and cross-jurisdictional customer access, compliance and anti-money-laundering policies and procedures, custody, prime brokerage, trading, derivatives, banking, treasury, clearing, settlement and trade execution and client terms of business.

He also has a contentious practice, advising on regulatory investigations, enforcement, anti-money laundering and sanctions issues, incident response (e.g., AML. Sanctions, cyber) and financial services disputes work.

He advises a broad spectrum of financial institutions, including most of the world’s major banks, as well as leading brokers, dealers, investment or portfolio managers, fund managers, insurers, exchanges, clearing houses and settlement systems. He also advises participants in such markets such as corporates and end-users.

Thomas's experience has included advising clients on dealing with the implementation and impact of the EU/UK regulatory reforms (e.g., EMIR, MiFID II, capital, recovery & resolution, governance, ESG and corporate sustainability legislation, bank ring-fencing, anti-money laundering issues) and the challenges posed by Brexit. Thomas's practice has won numerous awards, recently being “Highly Recommended” in the FT European Innovative Lawyers Awards, 2023 and being named “regulatory team of the year” numerous times by IFLR, British Legal Awards and others.

Experience

Representative matters

Highlights

Société Générale on its two new joint ventures with Alliance Bernstein for their equity research and securities brokerage businesses, closing 2024.

Intercontinental Exchange (ICE) in its establishment of ICE Clear Europe as the first new derivatives clearing house in London since 1880 and its acquisition of the New York Stock Exchange, among others. Awarded “Most Innovative work by a Law Firm” in the field of exchange-traded or centrally cleared derivatives by FOW 2009 and Structured Finance/Debt Capital Markets Team of the Year by Legal Business, 2010. Awarded “Financial Regulation Team of the Year” by IFLR Europe Awards, 2014.

Investors in London Capital & Finance plc on their striving for compensation, including upheld complaints against the FCA, on the Dame Gloster review into regulatory failure by the Financial Conduct Authority and in relation to the ad hoc compensation scheme ultimately established under the Compensation (London Capital & Finance plc and Fraud) Act 2022. “Highly Recommended”, FT European Innovative Lawyers Awards, 2023. Won “Law Firm of the Year”, Peer2Peer Finance Awards, 2023.

Fairfax on numerous transactions, including the GBP1.22 billion acquisition of Brit plc (Awarded “Financial Regulation Team of the Year” by IFLR Europe Awards, 2016). Also, more recently on the $1.4 billion USD sale of its Crum & Forster Pet Insurance Group and Pethealth to JAB; and the USD1.35bn sale of RiverStone.

A major UK bank on its post-Brexit European legal entity structuring and booking models.

Establishing new Financial Institutions or Financial Companies and Regulatory Approvals

Société Générale on its announced joint venture with Alliance Bernstein for their research and securities brokerage businesses, including establishing a new French brokerage and change of control processes around the world.

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. Awarded “Most Innovative work by a Law Firm” in the field of exchange-traded or centrally cleared derivatives by FOW 2009 and Structured Finance/Debt Capital Markets Team of the Year by Legal Business, 2010.

Intuit on establishing new licensed entities in the European Union and post-Brexit structuring.

ICE 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.

Zürcher Kantonalbank on its establishment and FCA authorisation process for a new UK brokerage subsidiary. 

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. Recognized as “Standout” for regulatory (FT Innovative Lawyers Awards, 2011).

Itau on establishing its London-based broker, investment manager and bank.

Bradesco on establishing its London-based broker and bank.

Société Générale on its joint venture to establish NewEdge and later bringing in house of that business.

SIX x-clear in becoming the second (parallel) central counterparty for the London Stock Exchange. Recognized as “Standout” (FT Innovative Lawyers Awards 2009).

Acquisitions and Disposals of Financial Businesses

Mubadala Capital on its acquisition, together with Fortress management, of Fortress Investment Group.

BNP Paribas Personal Finance, in connection with the sale of BNP Paribas Personal Finance Bulgaria to Eurobank Bulgaria.

Citi and Bank of America on the SVB and Credit Suisse situations.

ADNOC on the acquisition of a 25% shareholding in Borealis AG from Mubadala.

Fairfax Financial Holdings Limited on its GBP1.22 billion acquisition of Brit plc. Awarded “Financial Regulation Team of the Year” by IFLR Europe Awards, 2016. Also on the $1.4 billion sale of its Crum & Forster Pet Insurance Group and Pethealth to JAB; and on the USD1.35 billion sale of RiverStone to Gatland Bidco.

Riverstone on its acquisition of Neon Group from American Financial Group, Inc.

Sompo Holdings on the financial regulatory aspects of its USD6.3bn acquisition of insurer and reinsurer Endurance Specialty Holdings.

Fairfax and OMERS on the c.USD750 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 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 and on its acquisition of a stake in Anexo Group plc.

Bridgepoint Advisers on its GBP212m acquisition of Moneycorp.

ICE Inc. on its approximately USD11bn acquisition of NYSE Euronext and subsequent carve-out of LIFFE and spin-off of the Euronext continental cash equity markets. Awarded “Financial Regulation Team of the Year” by IFLR Europe Awards, 2014.

Citi on its acquisition of ING’s Custody and Securities Services Business across Central and Eastern Europe. Awarded “Financial Regulation Team of the Year” by IFLR Europe Awards, 2014.

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.

Lower Tier 2 bondholders on the first ever creditor bail-in of a U.K. bank without taxpayer support in acquiring 70% of shares in The Co-operative Bank in connection with the bank’s GBP1.5bn recapitalization plan. Awarded “Most innovative law firm in finance law” by Financial Times Innovative Lawyers Awards, 2014 and “Financial Regulation Team of the Year” by IFLR100 Europe Awards, 2014.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.

Contentious Regulatory, Investigations, Enforcement and Litigation.

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.

Investors in London Capital & Finance plc on their striving for compensation, including in relation to: a judicial review of the decisions of the Financial Services Compensation Scheme (R v Financial Services Compensation Scheme Limited [2021] EWHC 760 (Admin)), the first time in which the terms of a consumer financial instrument were held to be unfair and unenforceable under the Consumer Rights Act 2015; a complaints process involving an unprecedented number of complainants, in which certain FCA rulemaking and the FCA’s decision not to compensate LCF investors were both held to have been vitiated by legal error, by the Financial Regulators Complaints Commission; an upheld complaint against the Financial Services Compensation Scheme; representations to the Dame Gloster review into regulatory failure by the Financial Conduct Authority; representations to government and advice to investors in relation to the ad hoc compensation scheme ultimately established under the Compensation (London Capital & Finance plc and Fraud) Act 2022. “Highly Recommended”, FT European Innovative Lawyers Awards, 2023.  Won “Law Firm of the Year”, Peer2Peer Finance Awards, 2023. 

Anti-money laundering and sanctions advice to clients, including on contentious on-boarding queries, policies and procedures and National Crime Agency (NCA) and UK Office of Financial Sanctions Implementation (OFSI) 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 custodian banks on FCA investigations relating to client money and client assets issues, both of which were ultimately not enforced following remediation.

ICE Clear Europe Limited, in its successful intervention as a joining party and respondent to a client money dispute in litigation in the English courts between the UK administrator and US bankruptcy trustee of MF Global (In re MF Global UK Limited (2012)) and the settlement of that dispute.

A consortium of subordinated bondholders in relation to legal challenges concerning the Bank of Portugal’s decision to place Banco Espirito Santo (BES) into resolution.

A group of fund investors in a contentious regulatory matter related to capital instruments of a major southern European bank.

ESG and Sustainability

Bank of New York on a new custody product for voluntary carbon credits.

ICE Clear Europe and ICE Futures Europe on establishing and operating the UK's auctions for emission allowances.

A major UK bank on the Corporate Sustainability Reporting Directive and Taxonomy Directive and reporting under the Accounting Directive.

Financial institutions, listed and unlisted corporates on reporting obligations under the Corporate Sustainability Reporting Directive and Taxonomy Directive and reporting under the Accounting Directive.

Legislative Drafting

Abu Dhabi Global Market (ADGM) on its establishment as a new international financial centre in the U.A.E. Awarded “Financial Regulation Team of the Year” by IFLR Europe Awards, 2016; “Corporate Team of the Year” by Corporate Counsel Middle East Awards, 2016 and “Regulatory and Investigations Team of the Year” by British Legal Awards, 2016.

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, financial infrastructure working groups, contributor to papers with proposed changes to legislation on bank ring-fencing, financial collateral, MiFID II topics and emission allowances, among others.

Outsourcings

Numerous clients on intra-group outsourcing and service level or transitional services agreements both in relation to their compliance processes and negotiated agreements, including for Citibank, Morgan Stanley, Mercer, ICE, Société Générale.

Issuers, Capital Markets Offerings, Financing and Restructuring Transactions

Advising issuers and most of the main global banks and brokers on selling restrictions, stabilization, analysts’ research, ethical walls, market soundings, disclosure issues, Market Abuse Regulation matters, disclosure policies, insider lists and disclosures in connection with their equity and debt offerings and financing and restructuring transactions.

Pro bono

Thomas actively advises and supports various biodiversity conservation and biological research charities in the UK and abroad on legal and operational matters.

London Capital & Finance investors on their struggle for compensation (see above under Contentious regulatory).

Published Work

  • Donegan T., Swil J., Johnston T., Matthews J. and Barrowman C.), (2023) “The Effect of Contractual Unfairness Under the Consumer Rights Act 2015 on the Transferability of Bonds Following the High Court’s Decision in R. (Donegan) v Financial Services Compensation Scheme”, London: JIBLR 
  • Donegan T. and Barrowman C., (2023) “London Capital & Finance Plc—Was It a Collective Scheme?”, London: JIBLR 
  • Donegan T., Swil J. and Barrowman C., (2023) “The UK’s Last Asserted Francovich Claim? On the Regulation of Non-transferable Bonds and the Legal Backdrop to the UK Government’s Compensation of London Capital & Finance Investors”, London: JIBLR 
  • Letherman S., Donegan T. and Barrowman C., (2023) “London Capital & Finance Plc—A Spotlight on the ISA Regulations and the Need for Reform”, London: JIBLR

Speaking Engagements

  • Guest Speaker, Sanctions seminar, EMTA, September 2023
  • Guest Speaker, Preparing for FCA Cryptoassets Financial Promotion Rules, Innovate Finance, July 2023
  • Guest Speaker, Inflation, Volatility, Clearing and the Gilt Crash, FOW Trading London, December 2022
  • Presenter, Navigating the Russian Sanctions Regime, LexisNexis, March 2022

Leadership Positions And Professional Affiliations

  • Member, Financial Markets Law Committeeʼs Banking Scoping Forum and Financial Markets Infrastructure Scoping Forum
  • Participant on regulatory affairs working group of Futures Industry Association and various CityUK, UK Finance, ISDA and AIMA working groups
Recognition
Thomas Donegan always manages to provide a high level of client service, combined with sophisticated advice, that still contains a great deal of commercial awareness and practicality.
Chambers UK, 2024
He is a very good listener and is very helpful in finding a reliable solution to a challenging issue.” And “He is razor sharp.
Chambers UK, 2024

Awards

  • Numerous legal industry awards for regulatory team of the year or law firm of the year (see above under specific client matters)
  • Ranked for 6 years for Chambers UK 2018–2024
  • “Leading Individual” for both Financial Services: Non-Contentious and Financial Services: Contentious, Legal 500 UK, 2023. Also mentioned for Insurance: Corporate & Regulatory, Legal 500 UK, 2023 

Qualifications

Admissions

Practising Certificate (England & Wales), 2007

Law Society of England & Wales, 2003

Academic

B.A., Law, Christ’s College, University of Cambridge, 1999

LPC, Legal Practice Course, Nottingham Law School, 2000

M.A. Law, Christ’s College, University of Cambridge, 2003

PhD, Christ’s College, University of Cambridge, 2021

Languages

English (fluent), Spanish (fluent), Portuguese (basic), French (written)