The document describes the financial regulatory practice group at Webber Wentzel, a South African law firm. The practice group consists of leading experts in financial services law who provide legal services and solutions relating to the financial services industry. They offer practical and innovative advice to help clients achieve their commercial objectives while navigating regulatory changes. The group has intimate knowledge of the industry and regulatory environment, making them the top choice for clients seeking assistance with transactions, regulatory advice, product development, and interactions with regulatory bodies.

1. FINANCIAL REGULATORY
PRACTICE GROUP
The financial services industry is one of the most
multifaceted, advanced and stringently regulated industries
that is always facing regulatory changes. As a key player in
the industry, you will know how difficult it is responding to
these challenges while meeting the rapidly growing demand
for more client-centric services and experiences. This is why
you need a team of experts who know and understand the
financial services industry and is able to provide innovative
solutions that positively influence your business strategies,
products and ultimately your profit margins.
The Webber Wentzel Financial Regulatory practice group is
dedicated to providing you with a full array of legal services
relating to the financial services industry by combining our
expert knowledge with our commercial experience. In doing
so, we are able to offer our clients practical and innovative
legal advice and solutions, as well as assistance on complex
commercial transactions and product development in a
changing regulatory environment.
What gives the Webber Wentzel Financial Regulatory
practice group the edge over our competitors is our intimate
knowledge of the financial services industry, which enables
us to understand our clients’ needs in an extremely difficult
and highly regulated environment. We are the “go to team”
for financial services clients when it comes to assisting in
commercial transactions, providing regulatory advice and
solutions, assisting in product development, approaching and
facilitating interactions with the Financial Services Board and
other regulatory bodies.
STRONG FINANCIAL SERVICES
CONTENDERS NEED A SHARP LEGAL EDGE
OUR LEGAL GUIDANCE
KEEPS YOU IN THE LEAD
Our Financial Regulatory practice group includes the
country’s leading experts in the financial services industry.
For their names and contact details please see the last page
of this brochure.
With us as your team of legal experts, we are able to offer you
on-target, forward-thinking solutions by:
• assessing and analysing your risks;
• providing creative alternatives that will enable you
to achieve your commercial objectives; and
• utilising appropriate strategies and tactics to your
best advantage.
Our professionals can assist you with:
Diverse financial instruments and exchange
related matters, including:
• advising local and foreign clients on the listing of
diverse financial instruments on the Johannesburg Stock
Exchange (JSE) as well as the requirements imposed
under the JSE Rules (Equities, Derivatives and Interest
Rate and Currency) and the JSE Listing Requirements;
• advising on the listing of various exchange-traded funds
(ETFs) and other novel / exotic products.
Derivatives:
• We have extensive knowledge of, and experience in,
negotiating and advising on the 1992 and 2002 ISDA
Master Agreement (and related documentation) as well
as other futures / derivatives related documentation,
including FIA / FOA standard documents;
YOU ALWAYS HAVE OUR BEST ON BOARD
WHAT YOU WILL HAVE COVERED

2. • We have a good working knowledge of different types
of security documentation (ISDA Credit Support
Annexes as well as documentation for bespoke
collateral arrangements);
• We also have knowledge of and experience in drafting,
reviewing and negotiating market standard stock lending
documentation (GMSLAs) and other market standard
treasury documentation (i.e. GMRAs);
• We are very familiar with the concepts of netting and
set-off as well as the requirements and steps to be taken
for the creation and perfection of security interests in a
cross-border context;
• We have practical experience in dealing with the
materialisation of legal risks relating to OTC derivatives
in a default scenario and, in this regard, have advised
on restructurings, valuation and other disputes in a
close-out context; and
• We have sound knowledge of how the international
financial markets work and a general understanding of
international trends in regulation (especially where OTC
derivatives are concerned).
Structuring specialised financial products, including:
• advising on, developing and structuring specialised
financial products of insurers, reinsurers, financial services
providers and intermediaries, as well as off-shore entities
and bancassurance products within the legislative and
regulatory framework;
• enquiries regarding asset allocation, capital adequacy and
financial soundness / prudential requirements of long-
term and short-term insurers, financial services providers,
pension funds as well as collective investment schemes;
• advising extensively on reinsurance and structured
reinsurance arrangements between local insurance
companies and off-shore reinsurers including
investment components of policies and exchange
control issues;
• drafting of policy documents, policy summaries and other
insurance and investment contractual documentation; and
• assistance with the setting up and structuring of collective
investment schemes, including ETFs and furthermore
advising foreign clients with respect to the marketing of
participatory interests in foreign collective schemes in
South Africa.
Structuring of business, including:
• advising long-term insurers, short-term insurers,
banks, financial services providers and financial
institutions in South Africa and abroad on the
structuring of their businesses within the legislative
and regulatory framework;
• advising role players in the financial services industry
on restructuring, acquisitions of insurers and business
transfers; and
• advising Significant Important Financial Institutions on
the impact that new legislation will have on their group
structures, governance frameworks and the relationship
between off-shore companies and local boards
considering risks and solvency issues impacting
local entities.
Advice on regulatory matters including:
• advising clients on regulatory matters, including the
implications of the Financial Advisory and Intermediary
Services Act (FAIS), Long-term Insurance Act, Short-term
Insurance Act and other financial services regulation,
industry codes and other ancillary legislation thereto
impacting on the insurance and financial services industry;
• advising clients on the regulatory issues relevant to hedge
funds and private equity funds;
• anti-corruption and money-laundering legislation as well
as insider trading and other market abuse issues, including
making representations to the Financial Services Board
and appearing at enquiries; and
• advising on the National Credit Act.
Litigation, enforcement actions and investigations
by the regulators:
We have significant litigation experience and have represented
several major financial institutions in a number of high profile
matters requiring specialist knowledge in the financial services
and insurance spheres.
Our vast knowledge and experience enables
us to assist you with:
• mutual funds, collective investment schemes, ETFs and
asset management arrangements;
• derivatives (listed and OTC);
• hedge funds;
• general securities law;
• the regulation and operation of the JSE and its various
markets and South Africa’s central securities depository
(STRATE);
• banking law;
• insurance law and regulatory issues pertaining to the
long-term and short- term insurance industries;
• medical schemes law;
• pension funds law;
• financial services law and regulation;
• insider trading, money laundering, market abuse and
anti-corruption law;
• consumer protection law and, in particular, the National
Credit Act; and
• general corporate and commercial law.
We have a value added offering that focuses on knowledge
sharing and support, which includes:
• regularly circulating newsletters, e-alerts and guides
covering significant legal and market developments in
South Africa to assist our clients in staying abreast with
legal changes and developments in a highly regulated
field of law;
• providing internal ad hoc training on financial regulatory
matters which can be attended by our clients by
prior arrangement;
• engaging with you to design and deliver training, should
specific legal training needs be identified; and
• conducting client seminars on a regular basis, which deal
with a vast range of insurance, as well as other regulatory
topics that keep you on top of the latest legal issues.
LEGISLATIVE FIELDS OF EXPERTISE

3. We have discussed the following topics
in our client seminars:
• Netco’s and Serveco’s, including:
- outsourcing;
- conflict of interests; and
- consideration payable to Netco’s and Serveco’s.
• Profit share models, including:
- intermediary services and commission caps;
- paragraph 3A of the General Code of FAIS;
- infrastructure procurement agreements;
- call centre remuneration;
- agreements with policyholders; and
- cell captive and ownership models.
• Group Scheme Structuring, including:
- part VII of the PPR and assistance business
group schemes;
- FAIS type assistance business group schemes;
- stipulatio alteri structures;
- group schemes where the scheme is the
policyholder; and
- impact of the binder regulations and directive 159
on group scheme structures.
• Financial Sector Regulation Bill.
• Retail Distribution Review.
• Insurance Laws Amendment Bill.
• Draft Demarcation Regulations.
• Duties of boards of insurers.
• Insurance groups.
• Outsourcing.
• The impact on issuing of shares in general and on
cell captives.
• Powers of the Regulator.
• Bancassurance models.
• FSB information letters on binder services.
• The difference between binder functions and
intermediary functions.
• Payment of regulated commission.
• Binder fees.
• Outsourcing compared to intermediary services and
binder functions.
• Payment of outsourcing fees.
• FSB discussion document on cell captive
insurers, including:
- working and structuring of cell captives;
- affinity groups;
- impact of new legislation on cell captives;
- similar arrangements;
- other profit sharing models; and
- capital requirements on cell captives and
individual cells.
Recent accolades received by our team members include
the following:
• ranked by The Legal 500: Europe, Middle East & Africa
2014 in the field of Banking and Finance
• listed four times in Chambers Global as leaders in the
areas of Banking and Finance
• nominated to appear in the Expert Guides to the World’s
Leading Insurance & Re-Insurance Lawyers
• named by The International Who’s Who as listed lawyers
(Insurance & Reinsurance)
We co-authored
• the first edition of the South African chapter of The
International Banking Regulation Review, published by
Law Business Research;
• the Financial Advisory and Intermediary Services Guide
published by LexisNexis; and
• Principles of Financial Law published by LexisNexis.
WHAT THE PROFESSIONALS SAY ABOUT US
Publications:
• The South African chapter in Johnston, W and Werlen,
T (eds.). 2010. Set-Off Law and Practice. Oxford: Oxford
University Press. 445-458.
• The LAWSA (Laws of South Africa) volumes (2015) on
Securities Services and Collective Investment Schemes.
• The annual updates (last update 2015) to the ISDA
netting opinion for South Africa.
Advised / acted for:
• a bank creating one of the largest providers of VAPS
business in the motor market;
• a large number of insurers and advised on a wide variety
of matters pertaining to their business including, but
not limited to, matters relating to bulking, commission
payments, group structures, policy agreements,
product structuring, cell captive structures, reinsurance
agreements, fund policies, linked policy investments and
credit life insurance schemes;
• various clients in both the long-term and short-term
insurance industry regarding the implementation of
several cell captive arrangements;
• various insurers in the negotiation and structuring of
reinsurance arrangements;
• numerous clients of the firm on the competition law
implications of various reinsurance arrangements entered
into between reinsurers and insurers of both linked
insurance business and group scheme business;
• various clients on the structuring of insurance products
issued to pension funds and provident funds;
• various clients on linked investment services and similar
structures to the extent that such structures are applied
in relation to underwritten investment platforms;
• life offices on developing specialised insurance
products in close association with actuaries and
product development specialists;
• various insurers on the financial soundness and capital
adequacy requirements applicable to the insurance
industry including matters relating to the classifications
and asset spread requirements imposed in terms of the
relevant legislation;
OUR TRACK RECORD

4. DAWID DE VILLIERS
Partner
+27 11 530 5803
dawid.devilliers
@webberwentzel.com
JOHAN HENNING
Partner
+27 11 530 5385
johan.henning
@webberwentzel.com
• various clients in the drafting of fund member policies and
fund policies;
• medical schemes and employers on matters relating to
post-retirement funding requirements and on the matter
of determining the extent that such funding formed part
of the assets of the medical scheme;
• open and restricted medical schemes on their rules and
rule amendments;
• change of control applications;
• sale of business applications;
• re-organisations;
• the JSE on the Financial Markets Act and the
rules of the JSE and STRATE;
• the JSE in relation to administrative law litigation before
the Financial Services Board;
• a bank on the listing of Krugerrand Custodial Certificates
on the JSE. This listing was the first of its kind in
the world;
• a bank on the listing of 7 new ETFs on the JSE;
• the curator of a bank on a range of issues relating to the
relevant bank’s curatorship including: the impact of the
curatorship on derivative contracts entered into between
the bank and local and international counterparties and
negotiation of satisfactory close-out arrangements in
this regard;
• international investment management companies in
relation to approval for its funds to market in and into
South Africa;
• financial institutions in relation to advice and litigation
related to the National Credit Act;
• the listing of the first ETF in South Africa (Satrix);
• various local and off-shore entities regarding compliance
with their anti-money laundering obligations under the
Financial Intelligence Centre Act;
• various off-shore entities regarding the impact of the
Collective Investment Schemes Control Act and the
Financial Advisory and Intermediary Services Act on their
product offering in South Africa;
• various offshore UCITS / SICAV funds in connection with
applying for approval to market their fund interests in or
into South Africa;
• various off-shore financial institutions on issues relating
to the holding of client securities and cash in custody in
South Africa;
OUR FIRM• a major South African retailer on its entry into foreign
currency and interest rate swap agreements (under the
ISDA suite of agreements) to hedge their exposure under
financing arrangements relating to a significant
off-shore acquisition;
• a major international bank on its entry into (i) a total
return swap transaction with a South African state-owned
enterprise and (ii) a bespoke swap transaction with a
credit contingent overlay with another South African
state-owned enterprise; and
• an international pension fund advisory firm in preparing
a bespoke set of GMRAs and schedules thereto for use in
the context of their pension fund advisory business.
Webber Wentzel is the dominant South African law firm and
our strategy is to help clients wherever they do business.
Within South Africa, we have a staff complement of
approximately 800 people, including almost 150 partners and
more than 450 professionals in a variety of legal disciplines.
We have offices in Johannesburg and Cape Town.
Within Sub-Saharan Africa, we are able to offer our clients a
single point of contact of support through: our collaborative
alliance with Linklaters (which gives clients access to
Lusophone, Anglophone and Francophone capabilities); our
associate membership of the Africa Legal Network (ALN) (an
integrated network of law firms in Sub-Saharan Africa), and
our bilateral relationships with other “best friend” law firms
outside of the ALN.
Our collaborative alliance with Linklaters also gives our clients
access to global best practice and world-class expertise.
LERATO LAMOLA
Senior Associate
+27 11 530 5535
lerato.lamola@
webberwentzel.com
KEY CONTACTS
JUANITA MOOLMAN
Partner
+27 11 530 5208
juanita.moolman
@webberwentzel.com
JOHANN SCHOLTZ
Partner and Head: Banking,
Projects & Regulatory Business Unit
+27 11 530 5214
johann.scholtz@webberwentzel.com
ZELDA SWANEPOEL
Partner
+27 11 530 5238
zelda.swanepoel
@webberwentzel.com
KENT DAVIS
Associate
+27 11 530 5843
kent.davis@
webberwentzel.com
SESHREE GOVENDER
Associate
+27 11 530 5024
seshree.govender@
webberwentzel.com www.webberwentzel.com