Simon Sutcliffe is an asset management specialist who supports ‘buy-side’ advisors and managers, investors, ‘sell-side’ brokers and dealers, and investor and investment services firms such as trustees, depositaries, and custody banks.
Simon has extensive experience in advising on investment strategies, and fund and product type, and maintains a large global network of relationships with other complementary service providers. He also specialises in new product launches, complex mergers, and serious regulatory challenges.
He helps launch and grow entrepreneurial investment advisory and management firms pursuing venture capital, real estate, and lending strategies, especially those with social and environmental impact objectives.
Simon assists investors in funds and other financial products with investment due diligence and negotiation to reduce risk, improve their contractual terms, and ensure investments comply with their standards and policies, such as ESG/sustainability or liquidity requirements.
Simon has worked as external or in-house counsel to a variety of financial institutions, including BNY Mellon, Credit Suisse, Macquarie Funds Group, BlackRock, and BlueBay Asset Management.
Expertise
- Regulatory advice and opinions: on financial services regulation relating to the asset management and investor services industries
- Compliance breaches: addressing non-compliance with the Financial Services and Markets Act and FCA Rules; responding to FCA enquiries
- Strategy consulting: on establishing and expanding investment businesses
- Product development: of investment funds and other financial products
- Fund and manager reviews: review and negotiation of private funds, investment management agreements, ‘funds-of-one’ and ‘secondary’ transactions for investors
- Marketing: cross-border marketing of investment funds advice and promotional materials
- Custody: client asset safeguarding (custody) responsibilities, including global custody networks
- Regulatory change: impact assessments and implementation programmes
- Derivatives trading and securities financing: regulatory advice and counterparty documentation and related collateral exchange and management arrangements
- M&A: buying and selling investment advisory and management businesses
Experience
Funds & Management
- Represented institutional investors on ~$1bn of investments with private markets fund managers, especially in real estate and private credit strategies
- Advised non-EU (e.g. American and Australian) fund managers on strategies for establishing their businesses in the UK and/or EU and raising investor capital
- Advised on the establishment and maintenance of AIFs in Luxembourg, Cayman, British Virgin Islands, Delaware, and promotion in the UK and EU
- Advised UK venture capital fund managers on the promotion of their investment funds
- Advised on the establishment, maintenance and distribution of UCITS in Luxembourg and Ireland
- Acted as UK counsel to US law firms advising their clients on marketing investment products in the UK and EU
- Advised on the establishment and promotion of structured tax-efficient investment products for sophisticated investors in the UK, Austrian and Swiss markets
Derivatives & Securities Financing
- Acted as principal derivatives and securities financing agreement negotiator for a large London hedge fund and UCITS manager
- Structured total return swap access to the China ‘A share’ market with a domestic Chinese counterparty for a London fund-of-hedge funds manager
- Advised (and negotiated with counterparties of) a large UK steel producer on its ISDA Master Agreements for commodities derivatives and foreign exchange contracts
Brokerage, Fund Services & Global Custody
- Advised a large regional UK stockbroker firm on client asset safeguarding matters and produced new terms of business for its financial intermediaries and end-investors
- Designed a new contract architecture for a large US bank’s EMEA operations and repapered its many thousands of clients as a result of MiFID II
- Acted as lead counsel to a prominent UCITS depositary firm in its implementation of UCITS V and repapered its terms of business with its UK clients
- Acted for a large Swiss bank on establishing various custody agreements for the holding of its proprietary assets in various markets worldwide
- Created a consolidated, single set of client asset safeguarding contract standards for a large bank, reflecting its client obligations in its different operating jurisdictions, for use with its network of global custodians
Financial Services Regulation & Compliance
- Aggregated the regulatory requirements applicable to a bank in a variety of jurisdictions to produce a single global-standard set of contractual terms for its counterparties
- Worked with a NY/London asset manager to implement a Dodd-Frank & EMIR compliance programme
- Advised a large US-headquartered fund manager on compliance with UK and global substantial shareholder threshold reporting obligations
- Acted as lead counsel for a US-headquartered global bank’s EMEA businesses in analysing and implementing MiFID II’s order execution, transparency and transaction reporting obligations
M&A
- Completed and integrated the acquisition of a large ETF business for a London asset manager across fund complexes in the UK, Luxembourg and Ireland
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Recognition
- Member of the Investment Funds Committee of the International Bar Association
- Member of the Law Society of England and Wales
Career
Simon qualified as a solicitor in 2010. Prior to joining Keystone Law in 2016, he worked at the following firms:
- The Bank of New York Mellon
- Milbank Tweed Hadley McCloy
- SJ Berwin
- Kirkland & Ellis