Overview
Ropes & Gray’s multidisciplinary FinTech team draws upon the capabilities and resources from practice groups across the firm to offer clients integrated, strategic and practical advice related to securities regulation, patent litigation, trade secrets, Lanham Act litigation, unfair competition claims, intellectual property licensing and transactions, M&A, regulated investment management, banking, tax planning, privacy and cybersecurity, capital markets, insurance, and related risk management and litigation.
Through decades of experience handling complex matters for financial services and technology clients, our multidisciplinary team has a deep understanding of the trends and issues facing clients both emerging and established in the FinTech industry. We combine legal knowledge with a strong understanding of our clients’ business needs to advise on a range of regulatory and transactional issues related to blockchain, artificial intelligence, cryptocurrencies, initial coin offerings (ICOs), big data, insurtech, information technology, compliance technology (regtech), robo-advisors and P2P tech. Further information regarding our cryptocurrency and blockchain practice may be found here. Our team has advised a wide range of clients, both private and public, on FinTech issues. Our clients include global banks, payment processing and blockchain technology companies, and asset managers such as hedge funds, private investment funds and investment management firms.
Our recent FinTech experience includes advising or representing:
- Various clients with respect to cryptocurrency fund formation and related issues.
- Summit Partners, a global alternative investment firm, in its $1.2 billion sale of ABILITY Network, a leading cloud-based software-as-a-service health care technology company, to technology company Inovalon.
- TPG Growth’s global impact fund, The Rise Fund, in its investment in Varo Money, a mobile-banking financial technology company.
- The founders of TCP LifeSystems, an insurance software solutions provider in the United States, U.K., Canada and Ireland, in its acquisition by insurance and financial services software provider iPipeline.
- Baillie Gifford in its investment in Ant Financial Services Group, China’s biggest online payment platform.
- Digital Asset Trade Association, a blockchain trade association, in matters related to legislation and public policy.
- A wealth management software company on numerous privacy- and data security-related matters.
- Decentralized Code Network (Deconet), a blockchain company, in intellectual property licensing matters.
- Credorax, a privately held credit card processing business, on executive compensation work.
- Digital information services companies in tax disputes before state revenue agencies, relating to the classification of products as information services or as software.
- FinTech investors and companies with respect to IRS third-party summons and subpoenas.
- Tax investigations into cryptocurrency holdings and tax reporting.
- PayStand, a cloud-based payments-as-a-service platform, in one of the first patent litigations to be brought against a blockchain company, OHVA v. PayStand.
Capabilities
Our FinTech team’s extensive capabilities include:
- Advising private equity firms, as well as public and private companies, on transactions involving FinTech companies and platforms, including cryptocurrencies, blockchain, data, artificial intelligence, online payment processing, banking, quantitative trading, payment systems, digital identity, ETFs and robo-advisors
- Advising clients on investments in cryptocurrencies, including bitcoin, ether and other coins and tokens, initial coin offerings (ICOs) and simple agreements for future tokens (SAFTs)
- Advising clients on ETF capital markets issues
- Advising on issues around the acquisition and management of artificial intelligence, data and other technology systems
- Advising on matters involving the SEC, DOJ, CFTC and state regulatory agencies
- Representing FinTech companies in disputes with investors
- Advising on ETF investigations and examinations, including SEC, CFTC, NFA and FINRA exams and inquiries
- Litigating securities suits brought against providers of ETFs under the Securities Act of 1933
- Advising on the establishment and regulation of hedge funds
- Advising quantitative hedge funds and other investment funds with issues associated with the acquisition and disposition of technology systems for use in algorithmic and quantitative trading
- Providing formation and investment advice for funds, ICOs, SAFTs and other issues
- Advising clients on IRS guidance and enforcement efforts in the cryptocurrency space
- Advising clients on state sales tax implications of the digital economy and virtual currencies
- Advising clients on international digital tax considerations
- Advising clients on the tax implications of FinTech investments
- Determining whether a fund is engaged in a U.S. trade or business and evaluating the application of safe harbor rules to various cryptocurrencies
- Evaluating the treatment of cryptocurrencies and derivatives on cryptocurrencies under rules applicable to repurchase and lending transactions, straddles, wash sales, constructive sales, and mandatory and elective market-to-market recognition of gains and losses
- Advising clients on strategies related to protecting FinTech innovation, including robo-advisors, marketplace lending, mobile platforms, cryptocurrencies and blockchain
- Conducting strategic due diligence for all types of transactions
- Advising clients with regard to complex outsourcing, joint ventures, technology and IP spin-outs, business restructuring, and asset sales
- Representing FinTech clients in all types of IP litigation, including at the U.S. district courts, the Patent Trial and Appeal Board, the International Trade Commission, and the U.S. Court of Appeals for the Federal Circuit
- Advising clients on information security policies and programs that are consistent with the NIST Cybersecurity Governance Framework and other standards
- Advising clients on compliance with international data transfer rules, including GDPR readiness, as well as on APAC data privacy requirements
- Advising clients on the data privacy and security risks presented by their active or proposed portfolio investments
- Leading investigations into potential cyber incidents on behalf of clients
- Advising on anti-money laundering and export controls
- Internal investigations involving suspected violations of the FCPA, U.K. Bribery Act, and other anti-corruption regulations
- Defense of government investigations involving FCPA or U.K. Bribery Act violations
- Analysis of corruption risks involved in multinational transactions
- Establishment and implementation of global anti-corruption compliance programs
- Advising on complex financing, including senior and subordinated credit facilities, cash-flow and asset-based loans, first and second lien financings, mezzanine financings, bridge loans, high yield debt offerings and debt restructurings
