Finding solutions Payment Systems and Digital Commerce€¦ · Commerce Group has extensive...

Finding solutions Payment Systems and Digital Commerce

Client Commitment. Innovative Solutions. Global Service.


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Eversheds Sutherland’s Payment Systems and Digital Commerce Group has extensive experience advising clients on payment and settlement systems, payment products and services, digital and mobile commerce, and other fintech solutions. Our deep industry knowledge enables us to guide clients through the complex interplay of business trends, technological developments, and a rapidly changing legal and regulatory landscape.

What we do for clientsWe work with our clients at every stage of the payment processing cycle. From card payment networks, credit card issuers, money remittance providers and merchant acquirers—to payment facilitators, e-money providers, and mobile wallet, alternative payment method, and other technology solutions—our team is experienced in all aspects of payment processing and digital commerce across a wide range of areas and jurisdictions across the world.

We know our way around the changing regulatory landscape, with our extensive experience in the commercial and retail banking industry, and we have a special focus on innovation in financial services, including mobile payments and e-money. We understand how payment systems work and often negotiate the terms of payment and settlement system contractual frameworks with system providers on behalf of participants collectively.

Our transactional attorneys have negotiated all types of deals in the payments and digital commerce space, including network participation agreements, processing agreements, technology outsourcing and platform licensing deals, point-of-sale enablement arrangements, joint ventures and strategic relationships, and M&A transactions. Our intellectual property lawyers are well-versed in patent, trademark and other intellectual property issues facing payments and digital commerce clients. Our regulatory team is well-positioned to advise clients on compliance issues (including PSD2, money transmission, and data privacy and security). With 69 offices in 34 jurisdictions, we are able to leverage our international presence to provide seamless advice to clients across the globe, whether relating to cross-border transactions, entry into a new market, or support of existing international business.


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Why Eversheds Sutherland?Transaction Experience. In a rapidly changing field like payments and digital commerce, mergers, acquisitions and other strategic business relationships play a huge part in many companies’ business strategies. Our Payment Systems and Digital Commerce team is adept at handling acquisition and combination transactions; structuring and negotiating joint ventures and other strategic alliances; and advising on licensing, transfers of technology, outsourcing, and complex processing and services agreements.

We also help clients engaged in the development, manufacturing and sale of new technologies and products.

Our team can help you with:

– Mergers, acquisitions and other business combinations as well as joint ventures and strategic alliances

– Payment processing agreements, marketing and referral agreements, and other commercial agreements

– Network participation agreements and other strategic relationships with card networks and other payment and settlement system providers

– Affinity agreements and co-brand deals

– Technology and software licensing, outsourcing, and services agreements related to mobile wallets and other technology-driven payments and commerce solutions

– Terms and conditions for financial services products

– Merchant acquiring relationships and merchant agreements

– Correspondent and agency banking arrangements

Regulatory and Compliance. Payments and digital commerce are constantly evolving, and the trend for ongoing and sophisticated regulation seems unlikely to change. Our lawyers are well-versed in the complex fabric of laws, regulations and card network rules affecting the payments and financial services industries, as well as industry practices that affect client operations. Our lawyers can help you navigate regulatory and other compliance matters, including:

– Compliance with US federal banking and payments laws and regulations (including the Bank Secrecy Act, Regulation Z, Regulation E, CARD Act and Prepaid Access Rule)

– The EU’s Payment Services Directive 2 (PSD2), including payment institution registration and passporting under the PSD2 and Brexit planning

– Interchange regulation under the Durbin Amendment and regulation on multilateral interchange fees in the EU

– Industry rules, standards and guidance such as the card network rules, Bacs, LINK and Faster Payment Scheme rules, CHAPS Scheme rules, the Payments Council’s code of best practice on misdirected payments, and NACHA rules

– Data security and privacy issues, including GDPR, data compromise events and PCI DSS compliance

– Framework documentation relating to the CREST and TARGET2 settlement systems

– Cash supply and processing under the Bank of England’s Note Circulation Scheme Rules

– Application of the UK’s Financial Conduct Authority’s (FCA) Banking Conduct regime

– The UK’s Payment Systems Regulator’s regulatory regime under the Financial Services (Banking Reform) Act 2013 and its directions

– The European Economic Area’s E-Money Directive

– All legal aspects of the Single Euro Payments Area (SEPA) initiative

– US federal and state regulation of money transmitters and other money services businesses


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Intellectual Property Savvy. Intellectual property often represents one of the most important areas for a payments or digital commerce business. Our lawyers know the patent landscape in the payments arena, enabling us to spot potential issues before detailed patent searches are run. Our IP lawyers can help you with:

– Patent prosecution and patent portfolio management

– Patent searches and other IP due diligence

– Infringement issues unique to payments, digital commerce and the Internet

– Trademark and branding strategies and portfolio management

– Domain name acquisitions

– Web 2.0 policies

Competition Law. With increased regulatory focus on competition in the payments space, our competition lawyers have been working closely with regulators, such as the UK’s Financial Conduct Authority and Payment Systems Regulator. Crucially, we have seconded competition lawyers to the FCA’s new competition department and to the PSR. We also advise on competition and antitrust matters relating to M&A and joint venture transactions.

Litigation. When things go wrong, our team of experienced litigators can help you resolve your disputes quickly and effectively, achieving your commercial goals while remaining in control of the process and costs.

Our clients –Payment processors

–Card issuers

–Merchant acquirers

–Money transmitters

–Prepaid card providers

–Financial services and FinTech companies

–Financial institutions

–Insurance companies

–Large merchants

–Data networks

–Data security providers

–Big data and data analytics providers

Representative deals and experience – Represented a major global payment processor in the formation of a multi-billion-dollar joint venture with one of the world’s largest financial institutions, creating the largest US merchant payment card processing company, and subsequent expansion of the joint venture to Canada and the EU.

– Represented one of the world’s largest financial institutions in creating a multi-year license and services arrangement with one of the leading payment card networks. Considered one of the most innovative and significant recent transactions in the payments industry, the platform license was designed to give the financial services client greater control and visibility over its business while providing the payment card network assurance of compliance with its business rules and policies.

– Represented one of the largest global financial institutions in its acquisition of a technology platform for mobile payments. This acquisition was a core piece of the client’s technology strategy for its mobile wallet offering.

– Represented a major US financial services company in obtaining money transmission licenses in 48 states and ongoing compliance advice related to money transmission.

– Represented a leading payments company in its acquisition of a Silicon Valley point-of-sale payment acceptance technology business. This technology has become recognized as highly innovative and market-leading.

– Represented a global payments company in its acquisition of a loyalty and rewards technology solutions business.

– Represented a leading payments company in its acquisition of a gift card mobile wallet and e-commerce technology business.

– Represented one of the largest global retailers in negotiating a master acceptance agreement with a leading payment network. The agreement represented billions of dollars per year in value to the client.


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– Advised a global payments company and a global financial institution in negotiating commercial agreements with a processing and gateway company to enable multiple alternative methods of payment at the point of sale for the clients’ merchant customers.

– Represented one of the largest US payments processors in negotiations with China UnionPay for card presentment and online enablement of UnionPay card acceptance.

– Represented a US bank on a transaction to bring a leading Chinese alternative method of payment to US merchants. Our representation included advice on structuring and negotiating an acquiring and processing relationship for the alternative payment method with a US processor and sales organization and developing form merchant acceptance agreements and ISO agreements.

– Advised a leading payment processor in negotiating its agreement with PayPal for enablement of PayPal as a method of payment at the point of sale for the processor’s large network of merchant clients.

– Advised one of the largest US payment processors in the negotiation of a master merchant processing agreement with a holding company of multiple global fashion brands.

– Represented a leading payment processor in negotiating its agreement with American Express for the rollout of Amex’s OptBlue merchant acquiring program.

– Advised an aviation fuel and FBO client on the development of an aviation fuel card program, including negotiating a processing agreement with a card processor for expansion of the aviation fuel card’s acceptance and negotiating a white label aviation fuel card program that the client hosts for another operator of FBOs.

– Advised clients on digital currency projects, initial coin offerings and compliance issues related to digital currency, including advising the Polish Ministry of Digital Affairs on the inclusion of cryptocurrencies in the Polish legal system.

– Representing a series of banks, issuers and other payment services providers on their implementation projects relating to the European Payment Services Directive and the changes coming out of PSD2, including building tools to ensure regulatory

compliance and thought leadership sessions on the threats and opportunities coming out of the new PSD2 regime.

– Represented a leading payment processor in creating a strategic relationship with a leading electronic wallet provider to enable acceptance at several million US merchant locations.

– Represented one of the world’s largest financial institutions in the initial development of its European commercial card program across 27 jurisdictions. The project involved initial development of the program in the UK by putting in place necessary commercial contracts to operate the product, advising on operational and process issues, and subsequent advisory work to passport the bank’s UK license into 26 other jurisdictions and provide regulatory advice on relevant mandatory law to provide the program in those countries.

– Represented a leading international payment processor in relation to obtaining a license to offer payment services in the UK. The project involved providing strategic advice on the best model to use to operate the business in the UK, assisting with the drafting of the detailed application documentation to become an authorized payment institution, and providing in-depth tax, payment services, AML and data privacy advice in connection with the set-up of the UK business.

– Represented one of the UK’s biggest banks on a payment services project driven by the UK’s Payment Service Regulation to rewrite the customer-facing documentation for more than 100 corporate banking products, including payments products and digital banking products.

– Represented a large bank on its project to offer Apple Pay to its retail and corporate customers. The project involved advising on contractual issues, regulatory compliance when structuring its new offering and drafting the new customer-facing Apple Pay terms.

– Provided patent counseling and worldwide patent prosecution services to a leading payment processing service and technology provider to financial institutions. Our guidance covered patent portfolio strategies, technology/intellectual property licensing and third-party patent issues.


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Robert PilePartner, Atlanta

T: +1 404 853 [email protected]

Richard JonesPartner, UK


Tony AndersonPartner, UK

T: +44 207919 [email protected]

Brian BarrettPartner, New York


Christopher Chan Partner, Atlanta


Juan Díaz HidalgoPartner, Spain

T: +34 91 429 43 [email protected]

Aurelius FreytagPartner, Austria


Matthew GoughPartner, UK


Key contactsRepresentative deals and experience, cont’d

– Represented a competition law review of the UK’s wholesale cash market on behalf of the key industry participants.

– Represented a UK clearing bank on its provision of banking services to the UK Government, including the provision of accounts and cash pooling facilities to more than 700 government bodies (£75 billion and €300 million).

– Supporting the structural reform activities of two major UK banks in respect of CHAPS, CREST, TARGET2, SEPA, CLS & LCH transfer and participation.

– Represented 10 CREST Settlement Banks collectively on negotiations with Euroclear on the amendments required to system- and customer-facing documentation arising from the changes to the funding of USD liquidity, including reviewing and negotiating trust arrangements with the Bank of England and indemnities provided by the Banks to the US Federal Reserve Banks as part of the National Settlement Service.

– Represented a UK headquartered global bank on the extension of its correspondent banking network into Portugal, Austria, Bulgaria, Hungary, Romania, Sweden, Norway and Denmark.

– Represented a global bank on the review of its arrangements for the clearing of hard and soft currencies with banks in South Korea Taiwan, Brazil, Chile, Argentina, Lebanon and Kazakhstan.


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Alessandro GrecoPartner, Italy


Charlie Clarence-Smith Associate, UK


Jonathan MasterPartner, UK


Kristin Cleare Associate, Atlanta


Peter McCormackPartner, UK


Sian CosgroveAssociate, UK


Brian MurphyPartner, Atlanta


Hill JeffriesAssociate, Atlanta


Carola RathkePartner, Germany

T: +49 40 80 80 94 [email protected]

Aaron MoodyAssociate, Atlanta


Marc RawlsPartner, Atlanta


Maria Rivera-DiazAssociate, Atlanta


Julia Woodward-CarltonPartner, UK


Ruth FairhurstSenior Associate, UK


eversheds-sutherland.com© Eversheds Sutherland Ltd. 2020. All rights reserved.Eversheds Sutherland (International) LLP and Eversheds Sutherland (US) LLP are part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, visit eversheds-sutherland.com. US00245_030620

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