Barnabas Reynolds

Barnabas W.B. Reynolds


Queens’ College Cambridge, LL.M., 1990
Downing College Cambridge, M.A., 1989

Bar Admissions/Qualifications England and Wales (1993)

Barnabas Reynolds is head of the global Financial Institutions Advisory & Financial Regulatory Group and is Global Co-Head of Financial Institutions for Shearman & Sterling. He advises the full range of financial market participants on their businesses in the London and European markets. His practice focuses on financial institution law and regulation and legal risk management, national and cross-border. From 2010 to 2014, he served as an elected member of Shearman & Sterling’s Policy Committee. Barnabas is recognised as a leading UK and EU financial regulatory lawyer, including being named as a Law360 MVP and being included in The Lawyer Hot 100 list.

Mr. Reynolds advises on the implementation and impact of the EU/UK regulatory reforms arising out of the recent financial crisis and how local initiatives fit into the global regulatory architecture including on the impact and implementation of MiFID II, regulatory capital, recovery & resolution, ring-fencing, the EU single market program, Ukraine/Russia sanctions, anti-money laundering issues and shadow banking reforms. He has been actively involved in helping to shape, analyze and comment upon the global regulatory reforms and often serves as a panelist in reform-focused events held by institutions such as the Financial Times, Quadrilateral and Chatham House. Mr. Reynolds frequently writes on financial regulatory reform issues. More recently Barney has been advising financial market participants on the potential impact of Brexit on their businesses.

Professional Affiliations and Business Activities
  • Former Acting General Counsel at SSSB Asset Management
  • Committee Member of the Financial Markets Law Committee
  • Member of the main UK and continental European financial services market committees including the FCA / PRA Lawyers' Consultative Group
Recent Experience Includes Representation of:

Advising financial institutions, infrastructure providers and corporates on business structure, ongoing compliance and other advisory issues

  • AIG, Allianz, Bank of England, Barclays Bank Plc, British Bankers’ Association, Caxton Corporation, Charles Schwab, Chicago Mercantile Exchange, CIBC, Citi, Co-Operative Bank, Credit Suisse, Deutsche Bank, Deutsche Börse, Dubai Mercantile Exchange, E*Trade, EBRD, Eurex, Financial Services Authority, Global Asset Management, Goldman Sachs, IntercontinentalExchange, Inc (ICE), JPMorganChase, Lazard, London Investment Banking Association, Lloyd’s of London, London Stock Exchange, Merrill Lynch, Morgan Stanley, the NASD, Nasdaq, Prudential, the Takeover Panel, UBS and Zurich Insurance Company


Structuring and facilitating acquisitions and disposals of financial businesses

  • Involved in all significant recent Greek bank recapitalisations, including
    • Piraeus Bank, Greece's second largest lender by assets, on its €4.9 billion recapitalization
    • Eurobank, the third largest bank in Greece by assets, on its €2 billion recapitalization
    • Bondholders on the recapitalization of the National Bank of Greece
  • ICE Inc. on the European regulatory aspects of its approximately $11 billion acquisition of NYSE Euronext, subsequent carve-out of LIFFE and spin-off of the Euronext continental cash equity markets
  • Lower Tier 2 bondholders on the first ever creditor bail-in of a UK bank without taxpayer support in acquiring 70% of shares in The Co-operative Bank in connection with the bank's £1.5 billion recapitalization plan
  • A consortium of subordinated bondholders on the Bank of Portugal's decision to place Banco Espirito Santo (BES) into "resolution"
  • Citi on its acquisition of ING's Custody and Securities Services Business across Central and Eastern Europe
  • Abu Dhabi investors on the acquisition (and subsequent disposal) of certain debt and equity interests in Barclays Bank plc

Establishing new financial institutions and infrastructure providers

  • ICE Clear in its establishment as the first new derivatives clearing house in London since 1880
  • ICE on its establishment of a CDS central counterparty in Europe and the US
  • ICE Clear Singapore and ICE Futures Singapore on establishing their clearing and exchange businesses in Singapore
  • SIX x-clear in becoming the second (parallel) central counterparty for the London Stock Exchange
  • SIX x-clear on providing clearing services to a number of MTFs trading in equities and other products including establishing various clearing arrangements
  • The Depository Trust & Clearing Corporation (DTCC) on setting up of a new subsidiary, DTCC Derivatives Repository Ltd, a new global repository for OTC derivatives based in Europe
  • LMAX Limited on the establishment of a retail derivatives platform

New funds, financial services and products

  • Various institutions on the development of new funds (e.g., Merrill Lynch, Eurazeo), financial services and products (e.g., Morgan Stanley, Deutsche Bank)


  • Many of the main institutions on business process, IT and offshore outsourcings, including Citibank to JPMorgan (in relation to the UK Post Office’s “Universal Bank”), Deutsche Bank to State Street (back office services), CSFB to Bank of New York (back office services), Citibank to ABN AMRO (back office services), WestLB to Hewlett Packard (IT), Lloyd’s to Ins-Sure (a joint venture with Xchanging, in relation to LPSO and LCO), Winterthur to Citibank (fund administration)




UK and EU regulatory aspects of capital markets offerings

  • The underwriters, led by Morgan Stanley, Deutsche Bank and ABN AMRO, on the international aspects of ABN AMRO's €3.8 billion IPO and listing of shares on the Amsterdam Stock Exchange - the largest-ever Dutch privatization and the largest-ever Dutch IPO to date
  • The underwriters, led by RBS Securities, on The Royal Bank of Scotland's $2.65 Billion AT1 Offering
  • The underwriters, led by RBS Securities, on The Royal Bank of Scotland's $1.5 billion senior notes offering
  • ICE, as selling shareholder, and Euronext N.V. on the €1.3 billion sale of Euronext's ordinary shares through an initial public offering and pre-offering placement
  • Various institutions on legal and regulatory restrictions, stabilization, analysts' research, ethical walls and corporate publicity

Legislative drafting, impact of new laws and regulations and legislative lobbying

  • Abu Dhabi Global Market (ADGM) on its establishment as an international financial centre in the U.A.E .
  • U.A.E. government on reforming its financial regulatory framework and drafting underlying legislation
  • Numerous institutions and infrastructure providers on new laws and regulations in the UK and elsewhere
  • Lloyd's in drafting various byelaws, including the LPSO and LCO byelaws

Derivatives regulation

  • Various hedge funds, banks, central banks, development banks and corporates on derivatives clearing, reporting and conduct of business requirements under the EMIR, encompassing the scope of the requirements, exemptions, extraterritorial issues, intragroup agreements, policies, negotiations with counterparties on new documentation and methods for compliance, including through adherence to the various ISDA protocols


  • Various financial institutions (including State Street and Wells Fargo) on various aspects of compliance with the UK FCA/PRA's Remuneration Code

Regulatory disputes, investigations and enforcement proceedings

  • Various financial institutions, their boards and individual directors and executives on conducting internal investigations, implementing compliance programs, regulatory investigations and enforcement and regulatory risk including on issues related to insider dealing, market abuse, market manipulation, disclosure, confidentiality of information, anti-money laundering issues and sanctions compliance

Shipping Law

  • Mr. Reynolds is the co-author of Shipowners’ Limitation of Liability, a book which examines the highly unusual right of shipowners, arising under various international Conventions and national regimes, to limit their liability arising from any one incident, against all potential claimants, to an amount based on the vessel’s value or tonnage.

Recent Publications
  • Author of A Blueprint for Brexit: The Future of Global Financial Services and Markets in the UK, POLITEIA, 2 November 2016
  • Co-editor of Sweet & Maxwell’s Journal of International Banking Law and Regulation
  • Co-author of Shipowners’ Limitation of Liability, Kluwer Law, 2012
  • "The UK's natural advantages mean the City can continue its dominance post-Brexit", The Telegraph, 23 November 2016
  • "Brexit: implications for the insurance and reinsurance industry", JIBLR, (with Andreas Löhdefink, Thomas Donegan and Mak Judge)
  • "Brexit: Significant Opportunities for a Regulatory Reboot", Banking Perspectives, Q3, 2016, The Clearing House (with Thomas Donegan)
  • "Brexit – Opportunity for a Reboot of Financial Regulation", JIBLR (with Thomas Donegan)
  • "After Brexit…", The Banker, August 2016
  • "Brexit: why wait and see is the best policy for the financial markets", JIBLR
  • "Early Bank Recovery and Resolution Directive (BRRD) experiences: lessons learned from Greece", JIBLR (with Ellie Teo)
  • "Americanisation of UK sanctions?", IFLR (with James Campbell)
  • "The Effects of Trans-Atlantic Reform on Margin for Uncleared Swaps: Balancing the Risks and Benefits of Uncleared Swaps", JIBLR (with Donna Parisi)
  • "Individual Accountability: Senior Managers and Beyond", Banking Perspectives, Quarter 4 2015, The Clearing House (with Reena Agrawal Sahni)
  • “Margin for Error: Balancing the Risks and Benefits of Uncleared Swaps,” Banking Perspective, Quarter 4 2014, The Clearing House (with Donna Parisi)
  • “Is the Client Assets Regime on the Right Track? Transatlantic Perspectives on Client Assets Post-Lehman,” JIBLR
  • “Client money trusts: time for a rethink?,” PLC Magazine
  • “Treating compliance fairly: is compliance being asked to achieve the impossible?,” Thomson Reuters
  • “Shipshape banks: Shipping has a lesson for bank resolution,” Financial World
  • “Shadow banking: are the shadows really the banks? – opinion,” IFLR
  • “Europe: Sewing on the shadows: a lawyer’s take on Peter Pan banking,” IFLR
  • “Whither financial centres? – a legal and regulatory perspective”
  • “MiFID II: A cure for all ills?,” IFLR (with Thomas Donegan and Anna Doyle)
  • “What’s broken with the UK’s client asset and money protections and how to fix it,” JIBLR (with Thomas Donegan, Azad Ali, Aatif Ahmad)
  • “It’s not just about “black swan” events’,”
  • “FSMA banking business transfers: choosing the right route,’’ PLC (with Thomas Donegan)