Acquiring a licensed financial institution
For most investors, entering a market by acquiring an authorised entity is faster and more predictable than a de novo application. We advise on acquisitions of banks, insurers, payment institutions and finance companies.
Target search and initial assessment
- Target criteria matched to the investor's objective - Preliminary assessment of available targets by scope of licence, state of governance and supervisory history - Assessment of whether the specific acquirer is likely to be approved, before negotiations begin
Regulatory and financial due diligence
- Scope and validity of the licence, and whether permissions cover the business as actually conducted - History of supervisory measures, directions, restrictions and open findings - State of the governance system and internal policies - Ownership structure and completeness of beneficial ownership disclosure - Directors and key function holders, and the status of their approvals - Capital position and compliance with prudential requirements - Asset quality, liability structure and financial reporting metrics - Contract portfolio, litigation and customer claims - AML/CFT and consumer protection compliance - Report setting out the risks identified, their effect on price, and the conditions worth closing before signing
Deal structuring and completion
- Acquisition structure: direct or indirect acquisition, intermediate entities, staged entry - Sale and purchase agreement: conditions precedent tied to the regulator's decision, warranties and indemnities, price adjustment mechanics - Change-of-control approval — see the dedicated page on qualifying holding - Approval of incoming directors and key function holders - Coordination with the seller, auditors and other deal advisers
Post-closing
- Remediation plan addressing the findings from due diligence - Updating internal policies and the governance structure for the new owner - Extending or varying permissions for the new business model - Support on the first engagement with the regulator after the change of control
Where we work
- Ukraine — full-scope representation before the National Bank of Ukraine - EU — change-of-control approvals for credit institutions, insurers and investment firms, in coordination with local counsel - United Kingdom — change in control notifications and assessment - Asia — controller approvals in Singapore, Hong Kong and the UAE financial centres