Financial Markets & Services Law

Cygnus Law advises on a wide range of financial markets & financial services law.   This includes advising on capital raising, licensing, governance, financial advice & broking services obligations, and AML/CFT obligations.  That advice helps to support a wide range of financial services businesses, including FinTech businesses, financial advisers, brokers & custodians, managers of managed funds, payment service providers, derivatives issuers & DIMS providers.  In addition, Cygnus Law can help your business with capital raising, including through crowdfunding & under other exemptions from full compliance & disclosure requirements.

Cygnus Law can help to prepare, review and negotiate commercial contracts relevant to your financial service business.

Financial markets (securities) law in New Zealand has changed significantly in recent years and Cygnus Law can help your business to meet the challenge of transition to the new regimes. Cygnus Law advises on financial reporting requirements, preparation of product disclosure statements (PDS), changes to governance documents, obtaining licences,  and registering on the Financial Service Providers Register (FSPR).   Cygnus Law advises on new licence types, including those for equity crowd funding & P2P lending platforms, DIMS providers and derivatives issuers (and the proposed licensing regime for financial advisers).  Cygnus Law also advises on obtaining exemptions from certain legal obligations.

Capital Raising (including Crowdfunding, Angel/Series A rounds)

Straight-forward advice and assistance to help you to raise funds for your business through equity crowdfunding, angel and Series A (& onwards) funding rounds and other means (including P2P lending). Cygnus Law advises on complying with product disclosure statement (PDS) requirements and disclosure & compliance exemptions available for share & debt offers to experienced/accredited investors, high net worth investors, family members and others.  Cygnus Law can also assist with making share & debt offers under the new “small offers” exemption, which permits offers (subject to conditions) of up to NZ$2m in any 12 month period to up to 20 people.

FinTech

Cygnus Law advises a wide range of FinTech businesses, including those providing crowdfunding services, payment services and roboadvice.  CygnusLaw can help your FinTech business to navigate regulatory requirements and to raise capital.  CygnusLaw is a member of FinTech NZ, which brings together key participants in the FinTech sector to support FinTech development in New Zealand.

Licences for Derivatives Issuers, DIMS Providers, Fund Managers, Equity Crowdfunders/P2P Lenders

Advice and assistance to help your business to obtain and maintain licences to act as:

>    A manager of a managed investment scheme
>    A discretionary investment management services (DIMS) provider
>    A derivatives issuer
>    A trustee of a restricted scheme
>    A provider of an equity crowdfunding platform or a P2P lending platform (and to provide secondary markets).

Cygnus Law’s director Simon Papa was part of the team at NZ’s Financial Markets Authority that developed the licensing regime and that assesses applications. Simon can contribute to ensuring that you meet the relevant minimum standards and that your application is focused and complete.

Financial Service Providers Register (FSPR)

Cygnus Law has extensive experience advising & assisting with registration on the FSPR, on-going compliance, and responding to regulator inquiries and actions.  Cygnus Law can advise on proposed changes to the FSPR regime that may change the grounds for registration and removal in 2018.

Financial Advisers (including licensing)

Advice for financial advisers on their obligations under the Financial Advisers Act and the Code of Professional Conduct (for AFAs), as well as advice on the proposed new regulatory regime for financial advisers (including for registered financial advisers) that is likely to be in force in 2019.  Cygnus Law can help your business prepare for the new regime, including for the proposed licensing requirements.  Cygnus Law also advises on the requirements for DIMS providers to be licensed under the FMC Act (class & personalised advice) and Financial Advisers Act (personalised advice).

Brokers & Custodians

Advice on the obligations of brokers (those handling client money and investments), including in relation to:
>    Conduct
>    Handling client money & investments
>    Client reporting & assurance engagements (for custodians).

Anti-Money Laundering

Advice on implementing and complying with anti-money laundering and countering of financing of terrorism (AML/CFT) obligations.

FATCA & CRS

Cygnus Law advises on the obligations of many NZ financial services businesses to collect and share information with tax authorities about the financial accounts of their “foreign tax resident” clients.   Obligations to collect information & report with respect to US tax residents (including citizens and some entities & trusts) arise under the Foreign Account Tax Compliance Act (FATCA) and related NZ law.  Similar obligations arise with respect  to foreign tax resident clients of other countries under the Common Reporting Standard (CRS) and automatic exchange of information (AEOI) obligations that are included in NZ Law. Cygnus Law can support compliance by helping to identify whether you have obligations in relation to FATCA & CRS, advising on those obligations, and by assisting to develop systems and documents that support compliance.