Why is PwC Legal different?
Our team is part of a network of 4,000 legal professionals working in over 100 jurisdictions. Our unique access to international best practices enables us to provide you with cutting-edge solutions, and also to effectively advise even the most complex of cross-border transactions.
Our unique relationship with legal and tax professionals, business consultants and other service providers within the global PwC Network - which consists of nearly 328,000 professionals, located in 152 countries - allows you to benefit from a comprehensive and multifaceted approach. We work closely with business advisory, M&A teams, tax, private equity and corporate consultants, allowing us to offer you fully integrated and tax-efficient solutions, and advise you on all matters relating to Financial Services Regulatory, Securitisation, Financial Markets and FinTech/RegTech.
Our team consists of experienced attorneys and lawyers, each of whom adheres to the highest social responsibility, professional and ethical standards.
The circa 30-member PwC banking and finance team is a unique, multidisciplinary entity, consisting of banking and finance lawyers, business consultants and tax advisors. We are the largest and most experienced banking and financial advisory team in Estonia, offering solutions in financial regulation, compliance, risk management, corporate governance, licensing, transaction financing, legal and tax due diligence, management consulting, restructuring, and preparation of necessary documentation, etc.
Our team members regularly participate in different workgroups which cover a wide range of practice areas, including:
- Compliance
- Risks
- AML
When you also include our practitioner know-how and training programs, our team comprises the highest level of international knowledge and direct contacts to help conduct any cross-border transaction imaginable.
Why is regulatory compliance important?
Under increasingly rigorous supervision, non-compliance is no longer an option. However, being in compliance with regulatory requirements takes more than just maintaining a good professional relationship with supervision authorities, retaining necessary activity licences and authorisations and refraining from receiving extensive fines. It is, first and foremost, about having a clean and professional organisation and internal processes, long-standing relationships with clients and cooperation partners that are built on trust, a solid business reputation and protecting and enhancing the investment made by owners and investors.
Who is affected?
Regulatory compliance mostly affects businesses offering financial services and infrastructure that are necessary for providing such services, including:
- Credit institutions
- Payment institutions
- Electronic money institutions
- Investment firms
- Fund managers
- Insurance undertakings
- Insurance brokers
- Consumer and mortgage credit providers
- Consumer and mortgage credit intermediaries
- Crowdfunding platforms
- Savings and loan associations
- Virtual currency service providers
- Central securities depositories
However, certain regulations, e.g. anti-money laundering and terrorist financing laws, have a much wider impact. They also apply to real estate agents, traders, gambling operators, etc.
Key pieces of regulation and what to expect next?
The number of directives, regulations, etc. in place is already extensive, including (but not limited to) the following key pieces of legislation that impact the provision of financial services within the EU today:
- CRD IV & CRR;
- EMD
- PSD & PSD2
- SEPA Regulation
- Cross-Border Payments Regulation
- Consumer Credit Directive
- Mortgage Credit Directive
- MiFID II & MiFir
- Prospectus Regulation
- MAD II & MAR
- CSDR
- EMIR
- Settlement Finality Directive
- Financial Collateral Directive
- UCITS
- AIFMD
- Solvency2
- Insurance Distribution Directive
- AMLD5
In addition to these key EU-level directives and regulations, financial institutions must, on a daily basis, wrestle with numerous national and EU level laws and regulations, technical standards, guidelines, instructions, etc., which often come with extremely detailed requirements.
Although it seems that this “Regulatory Tsunami“ is slowing down, the discussions amongst financial institutions, supervision authorities and professional advisors indicate that the next step is a more rigorous level of regulatory supervision, designed to ascertain if the regulation issued during the “Regulatory Tsunami“ is implemented.
What can we do for your business?
Our team of experts can guide you through the most complex, sensitive and reputation-threatening legal, regulatory and compliance issues.
We have extensive knowledge and experience with advising local and international financial service providers.
Our team has worked with the vast majority of the largest Estonian financial sector participants. The PwC Global Network has also worked with many of the world’s leading financial institutions.
Moreover, we have a solid track record and excellent professional relations with the Estonian Financial Supervision and Resolution Authority (EFSRA) and Financial Intelligence Unit (FIU). This allows us to foresee their expectations and reasonably discuss key legal, regulatory and compliance matters with them.
Our numerous contacts within the supervision authorities allow our experts to understand how financial institutions work and conduct their business. Deep industry insight allows us to see the opportunities, understand and mitigate the risks and provide you with the best advice on the market.
The scope of our financial services regulatory and compliance and AML services is exhaustive, including:
- Establishment of a financial institution
- Regulatory advice in relation to acquiring a (holding in a) financial institution
- Preparing documentation
- Providing legal opinions in relation to various regulatory and compliance matters
- Conducting regulatory and compliance audits
- Advice in relation to on-site and off-site inspections by supervision authorities
- Client on-boarding services
Establishment of a financial institution
Establishment of a financial institution, preparation of a licencing and passporting application package and representing the applicant in proceedings.
Our services can (among other) include:
- Preparation of the client for the licensing process
- Assessment and review of the client’s business plan
- Preparation of the required corporate documents
- Assessment of the compliance of the client’s organisational, internal governance and capital structure and advice on any required restructuring
- Assessment of the managers, key employees, agents and outsourcing partners and drafting required documentation
- Drafting of the required internal and external documents, including internal policies and procedures, client-facing documents (e.g. product terms and conditions, rulebooks), agency and outsourcing contracts, etc
- Putting together documentation with respect to (qualified) shareholders, group structure, funding and source of funds, etc
- Conducting additional analyses and market surveys, etc
- Representing the client in the licencing proceedings with the home and host state supervisors, including providing legal opinions and additional explanations
- Project management and budget control
Regulatory advice in relation to acquiring a (holding in a) financial institution
Regulatory advice in relation to acquiring a (holding in a) financial institution, including conducting legal and regulatory due diligence.
Our services can (among other) include:
- Preparation of the client for the process
- Preparation of the project plan
- Conducting due diligence
- Preparation of the acquisition documentation
- Preparation of the required corporate documents
- Representing the client in the acquisition, merger or restructuring process with the seller and the financial institution
- Representing the client in the acquisition process with the financial supervision authority, including preparing required documentation, providing legal opinions and additional explanations
- Project management and budget control
Preparing documentation
We can draft or review and amend, for example:
- Internal and external policies for credit institutions;
- Risk analyses;
- Relevant decisions in draft or final form;
- Compliance documentation;
- Documentation reguired by supervisory authorities;
- Privacy and cookie policies;
- Complaint handling policies;
- Applications and forms;
- General terms and conditions;
- Product or service-specific terms and conditions;
- Admission rules for a multilateral trading facility;
- Member rules for a multilateral trading facility;
- Content and disclaimers for webpages;
- Marketing materials.;
- Employee or partner training materials;
- Among other things, we have helped our clients to align their client-facing terms and conditions, making them applicable in different jurisdictions to the extent permitted by the laws applicable in the relevant jurisdictions.
Providing legal opinions in relation to various regulatory and compliance matters
PwC is respected and reliable advisor. We can provide legal opinions to our clients, their investors, business partners or supervisors in relation to multitude of regulatory and compliance matters.
Conducting regulatory and compliance audits
We can help our clients carry out evaluations to determine if the internal rules and procedures implemented are in accordance with the requirements set for their activities. During the evaluation, we check the adequacy and compliance of the documentation as well as the appropriateness of the data collected during the operations.
Advice in relation to on-site and off-site inspections by supervision authorities
We can support you throughout the on-site or off-site inspection process including:
- Guide the client through the inspection process;
- Conduct necessary legal and regulatory analysis and propose answers;
- Draft and amend internal policies and procedures and other documents, as might be necessary;
- Represent the client with supervision authority.
Client on-boarding services
We offer client (natural and legal persons) onboarding services to credit and financial institutions and other obliged entities. The scope of our services depends on the limitations set forth by law, our client’s internal policies, procedures and needs and the agreement concluded with the client regarding the division of responsibilities.
Our services may include (but are not limited to):
- Identification of the client and verification of the information from a reliable and independent source
- Identification and verification of the representative of the client and their right of representation
- Identification of the beneficial owner(s) of the client and taking reasonable measures to ascertain their identity and understanding the ownership and control structure of the client
- Understanding the business relationship
- PEP status control
- Gathering information on the origin of the client’s wealth
- Gathering information on the property used in the transaction
- International sanctions screening
Subject to your approval, we may cooperate with various reliable and experienced partners.
Key contacts
Kirill Ležeiko
Attorney-at-Law / Head of Financial Transactions and Capital Markets, Estonia, PwC Legal
+372 502 0240
Lawyers who are not attorneys do not provide legal services but only assist attorneys to provide the legal services.
