Our people

Lorna Finlayson

Partner, Financial Regulation
Edinburgh

Expertise

Over 30 years in the financial services sector, both in-house and in private practice, has given Lorna a genuine understanding of the needs and priorities of our financial sector clients. Her strong focus on retail financial services (particularly wealth and investments) is enhanced by time served on significant corporate and commercial projects, both advisory and transactional. Over the years, Lorna has also advised on consumer finance, retail banking, funds, capital markets and insurance distribution. As part of AG's specialist Investment Platforms practice, she is particularly noted for her enthusiasm, and for her ability to, "piece together the jigsaw" of her clients' often complex operational and commercial structures, in order to deliver the right results. This highly unusual breadth and depth of experience means Lorna can provide truly practical and relevant advice.

Identified in Legal 500 as a ‘leading individual’, she works with platform product and infrastructure providers, intermediary businesses, SIPP operators, the main UK banks and fintech start-ups. Her advice spans compliance with regulatory requirements across the whole client journey and commercial framework including COBS, consumer duty and CASS, facilitating major transactions complex outsourcing structures, client transitions and propositional development. Lorna brings to the table the holistic perspective necessary to give truly useful advice that moves things forward for her clients. Clients include FNZ, JP Morgan, Nationwide, Barclays, LBG, Rathbones, Santander, lombard lenders, financial planning groups, and SIPP Operators.

Lorna is dual-qualified (in Scotland, and England and Wales). Before joining Addleshaw Goddard, Lorna led the financial services regulatory practice at Burness Paull. At international firm Weil Gotshal and Manges, she provided regulatory support on a number of high-profile financial services transactions for clients such as GE Capital (various acquisitions), Advent International (the acquisition of the business and assets of Lloyds TSB Registrars) and Citibank (the sale, internationally, of Diners Club). She was also Company Secretary and Head of Legal at Direct Line Financial Services (a retail bank, Life insurance and unit trust business). She is experienced in regulator engagement, and is active in supporting key trade bodies. She was delighted to be invited recently to join the Leadership Council of the newly formed Platforms Association – a testament to her reputation in the sector.

Experience

Experience includes:

Advising a major UK investment platform infrastructure on new propositions, distribution arrangements and client engagements (including regulatory perimeter analyses), CASS and general conduct compliance;
Advising on key regulatory aspects of the set up and ongoing compliance of a 'Model B' (direct to retail customer) custody business that provides custody, ISA and SIPP services, including on commercial contract structuring, customer terms, AML requirements, CASS requirements, trading arrangements, trade reporting sub-custody, outsourcing
Advising on consumer duty requirements (including co-manufacturer analyses) in the context of outsourcing and distribution in the platform sector
Advising a large investment bank on the treatment of dormant retail assets and a related rule waiver application
Advising an overseas intrant in the UK and Irish market on the regulated advice perimeter and structuring options
Advising on the implementation of a Model B custody structure in the APAC region
Working with Rathbones on its integration with Investec in relation to retail wealth distribution arrangements
Providing technical product legal support on the extension of the Reclaim Fund to investment and client money assets
Providing advice on CASS and trust account options to SIPP operators in the context of the need to deliver fair value under the consumer duty
Advising wealth management businesses on compliance with MIFIDPRU remuneration group compliance requirements
Advising on the acquisition of appointed representative businesses (both through share acquisition and asset purchases) and related structuring consideration
Advising on customer migrations in the context of SIPP and ISA bulk transfers of business
Supporting an intermediary broker when the platform on which its retail client assets were held was placed in special administration, including in relation to FCA engagement, client communications and dialogue with the special administrators
Supporting the board of a distressed wealth business in its engagement with the FCA as to its management of its capital requirements and potential resolution
Providing structuring advice to a deposit aggregation platform provider
Advising Lloyds Banking Group on its sale of child trust fund assets to Forester Life, including on asset transfer from a mutual to an insured environment, and investment distribution arrangements
Advising Barclays Bank on the transfer to Rathbones Brothers of its specialist court of protection / personal injury discretionary management business, navigating complex consent, product and asset transfer considerations, as well as advising on regulatory and client communications strategies
Advising on regulation of sustainable investment in the context of information services and suitability assessment
Supporting the Platforms Legal team of Standard Life Aberdeen on the divestment of its insurance business, focussing on the restructuring of intra-group and outsourcing arrangements, and external fund provider agreements