Financial services is among Australia's most consequential and most intensively regulated industries. The institutions, funds and platforms that operate within it face overlapping legal demands (licensing and product design, prudential accountability, debt finance, capital markets, fund governance, digital asset reform, payments regulation, enforcement and financial crime) that require precise judgement and deep knowledge of the systems in which they operate.
Thomsons advises the sector across its full range of complexity. Our clients include major banks, superannuation funds, insurers, investment managers, global digital asset platforms, private credit providers, payments and FX businesses, and fintech firms at the frontier of regulatory change.
The breadth is not incidental. Financial services clients require lawyers who can work across disciplines without loss of technical precision.
Areas of expertise
Australia's financial services regulatory landscape is among the most demanding in the Asia-Pacific region. The obligations imposed on licensees, product issuers, accountable entities and digital asset platforms are substantive, evolving and consequential. Compliance failures carry reputational and financial costs that are significant.
We advise on the full spectrum of Australian financial services law: AFSL, ACL and VASP licensing and variation, product design and disclosure, governance and accountability frameworks, prudential reform, AML/CTF compliance, payments regulation and regulatory strategy. Our clients include global exchanges and issuers, major banks, superannuation funds, insurers, trading houses, fund managers, non-bank lenders and payments businesses.
Licensing decisions in financial services are not administrative steps but rather are structural commitments with long-term commercial consequences. The scope of an authorisation, the conditions attached to it, the characterisation of novel products and the design of authorised representative frameworks all determine what a business can and cannot do. Errors at this stage are expensive to correct.
The financial services sector operates at the intersection of multiple licensing regimes. AFSL holders, ACL holders, VASP and remittance registrants, market operators and foreign financial services providers each carry distinct obligations. For businesses operating across more than one regime (or entering a new one) coordinating those obligations and anticipating their interaction requires sustained technical depth.
We advise on AFSL, ACL and VASP applications and variations, cross-border authorisation strategies, authorised representative frameworks, licence conditions negotiation, regulatory perimeter analysis for novel products and services, and pre-application engagement with ASIC, APRA and AUSTRAC. We have led large, precedent-setting authorisation projects for some of the world's largest financial services organisations entering the Australian market.
We act for financial institutions, alternative lenders and borrowers across the full spectrum of banking and finance transactions. Our relationships with Australia's four major banks reflect long-standing panel appointments maintained on the strength of the work. Together those institutions represent approximately 70% of the Australian banking market by assets.
Beyond the major banks, we act for a wide range of domestic and international lenders and private credit providers. We also advise a broad cross-section of financial services entities, including retail and wholesale fund managers, trustee companies, superannuation funds, stockbrokers and insurers.
Our lending work covers corporate and structured finance, acquisition finance, funds management facilities, property and project finance, and specialist resources finance. We advise across the full transaction lifecycle: structuring, documentation, security packages, settlement and recovery.
The team is particularly active in resources finance including borrower-side facilities, including multi-creditor structures and bespoke intercreditor arrangements for gold and lithium sector projects reflecting borrowers' increasing focus on diversified funding relationships and capital structures that conventional bank finance does not always accommodate.
We also advise banks and financiers on asset and debt recovery.
We advise retail and wholesale fund managers on the full lifecycle of fund operations: formation, structuring, financial services licensing, product design, governance and ongoing compliance. Our clients include major Australian and international superannuation funds, investment managers, institutional investors and emerging asset managers operating at the intersection of funds management and new asset classes.
Fund formation requires coordinated advice across structure, tax, licensing, disclosure, governance and custody. Managed investment schemes, corporate collective investment vehicles, feeder structures, trustee frameworks and custody arrangements each carry specific legal requirements. For funds incorporating tokenised assets (including commodities, digital assets, private equity interests and litigation funding assets) the work also requires navigation of the regulatory treatment of tokenised instruments under the Corporations Act and the design of secondary market and custody models that are both legally sound and operationally functional.
The practice has particular depth in complex regulatory matters and innovative fund structures. We are regularly engaged by policymakers and regulators on reform affecting this sector.
Elevated insolvency rates and sustained financial stress (driven by the post-COVID environment, persistent cost pressures and high interest rates) have produced some of the most complex restructuring work seen since the GFC. We operate in that environment with the depth, the networks and the multi-disciplinary capability the work requires.
We advise major banks, financial institutions and insolvency practitioners on the full range of distressed situations: corporate reconstruction, voluntary administration, receivership, securities enforcement, liquidation, bankruptcy and cross-border insolvency. Insolvency litigation and related disputes are integral to the practice. Our team manages both simultaneously.
Our affiliations with specialist Australian insolvency and accounting firms, and international insolvency lawyers and workout specialists, extend our reach across multi-jurisdictional matters.
Australia's regulatory treatment of digital assets is being written now. The proposed Digital Asset Platform regime, ASIC's updated regulatory guidance under INFO 225 and the government's broader reform agenda are reshaping the obligations of exchanges, issuers, custodians and intermediaries operating in this market. The decisions made in response to that reform - on licensing structure, product classification, compliance architecture and market strategy - have lasting consequences.
The legal questions raised by digital assets and tokenisation are not confined to licensing. Token issuance structures, exchange and custody models, decentralised finance interfaces, stablecoin frameworks, staking and lending products, smart contract risk, token economics and secondary market design all raise distinct legal issues that existing frameworks address imperfectly. The work requires lawyers who can reason carefully from first principles in areas where the law has not yet settled.
Our practice in this area is regarded as pre-eminent. We act for many of the world's largest digital asset exchanges, stablecoin issuers and traditional financial institutions exploring blockchain technology. We advise on the full range of digital asset regulatory and commercial matters from licensing and product design to protocol risk reviews aligned to disclosure obligations, cross-border service delivery and regulatory strategy as reform takes shape. We maintain direct and sustained engagement with Parliament, Federal Treasury and ASIC. Our lawyers contribute to policy development, not merely respond to it.
Tokenisation of real-world assets (including government bonds, commodities, fund interests, private equity and litigation funding assets) raises specific questions about the regulatory treatment of tokenised instruments under the Corporations Act, custody arrangements, disclosure obligations and secondary market structure. These mandates are at the frontier of the work the sector generates.
The Financial Accountability Regime introduced fundamental changes to the governance obligations of superannuation funds, insurers, reinsurers and banks. Its implementation, including the identification of accountable persons, the delineation of accountability statements and maps, and the construction of governance frameworks adequate to satisfy APRA scrutiny, demands deep familiarity with both the regime and the sectors it regulates.
Prudential obligations extend beyond accountability regimes. CPS 230 imposes substantive requirements on operational resilience and outsourcing for APRA-regulated entities. CPS 511 governs remuneration. Board governance reviews, risk appetite frameworks and business continuity planning are live compliance obligations, not aspirational standards. For institutions subject to APRA supervision, the consequences of inadequate frameworks are material.
We have advised on close to 30 accountability regimes in Australia and the UK. Our work for superannuation fund clients through FAR implementation is more extensive than that of any other firm of which we are aware. We advise at board and executive level on the full scope of implementation obligations, CPS 230 outsourcing programs, remuneration frameworks and the ongoing operationalisation of prudential requirements as regulatory practice develops.
Australia's AML/CTF regime is undergoing its most significant reform since inception. Tranche 2 brings professional services firms, real estate agents and other designated businesses within the regime for the first time, while extending and intensifying obligations on existing reporting entities. For financial services firms (already subject to the regime) the reforms require program uplift, enhanced customer due diligence frameworks, transaction monitoring review and renewed engagement with AUSTRAC.
Financial crime risk in this sector is not confined to compliance programs. Sanctions exposure, politically exposed person risk, correspondent banking relationships and the financial crime vulnerabilities specific to digital assets, payments platforms and cross-border capital flows require institutions to maintain frameworks that are technically rigorous, operationally functional and defensible under regulatory scrutiny.
We design enterprise-wide AML/CTF programs and financial crime frameworks for reporting entities across the financial services sector. Our work covers ML/TF risk assessments and customer risk segmentation, Part A and Part B AML/CTF program design, transaction monitoring design and tuning, KYC, onboarding and enhanced due diligence frameworks, sanctions compliance, AUSTRAC engagement and independent review support, and remediation and uplift projects following regulatory reviews.
Consumer credit, payments and foreign exchange are among the more intensively regulated segments of the financial services sector. The obligations imposed on credit providers, payments system participants and FX dealers (across licensing, product disclosure, responsible lending, dispute resolution and conduct) are substantive and technically specific. Non-compliance carries significant regulatory and civil exposure.
The payments sector is undergoing structural reform. The Payment Systems (Regulation) Act regime is being modernised, new payments licensing categories are being introduced, and the intersection between payments regulation and digital assets is creating new questions about authorisation scope and conduct obligations for businesses operating in both spaces.
We advise lenders, non-bank credit providers and payments firms on credit licensing scope, responsible lending obligations, credit contract design and disclosure, payments licensing and cross-border payments structuring, dispute and chargeback frameworks, and regulator-facing restructures of FX and payments operations for multi-jurisdictional businesses. We also advise on merchant and payments integrations for fiat and digital asset flows.
Regulatory scrutiny of financial services institutions is sustained and consequential. ASIC, APRA and AUSTRAC each maintain active enforcement programs. For businesses facing regulatory inquiry, surveillance, investigation or enforcement action, the response strategy (from the first engagement through to settlement, remediation and compliance uplift) determines the outcome.
The intersection of enforcement and remediation matters. Regulators expect not only that breaches are corrected but that governance and compliance frameworks are strengthened. Businesses that treat remediation as a compliance exercise, disconnected from institutional reform, rarely achieve satisfactory regulatory outcomes. The work requires coordinated advice across regulatory strategy, governance design and compliance operationalisation.
We lead strategic responses to regulatory inquiries, surveillance, investigations and enforcement actions by ASIC, APRA, AUSTRAC and other regulators. Our work covers crisis preparedness, breach notification strategy, remediation roadmaps, independent reviews, regulatory settlement negotiations and civil enforcement defence. We integrate remediation with governance reform and compliance uplift to restore regulatory standing and commercial momentum.
Product disclosure, compliance monitoring and breach reporting obligations are not incidental to financial services operations but rather are structural. Product Disclosure Statements, Target Market Determinations, Financial Services Guides and ongoing disclosure obligations must be legally accurate, commercially functional and operationally embedded in the systems that govern product distribution and advice.
Compliance management in a regulated financial services business requires more than policy documentation. Monitoring frameworks, reportable situation and breach-reporting systems, product governance processes and compliance-by-design for new product launches must work as operational systems, not paper constructs. For APRA-regulated entities, compliance obligations are subject to supervisory scrutiny and must be demonstrably effective.
We advise on the design of compliant product disclosures (PDS, TMD and FSG) compliance management systems and monitoring frameworks, reportable situation and breach-reporting architecture, product governance and target market determination implementation, and compliance-by-design for product launches. We work with clients practically and operationally to align legal obligations with transaction monitoring, case management and workflow systems.
Regulated financial services entities face specific legal constraints in their commercial and transactional activity that do not apply to other businesses. Acquisitions of financial services businesses raise regulatory change-of-control issues. Outsourcing arrangements must satisfy CPS 230 and other prudential standards. Custody, clearing and prime brokerage agreements carry regulatory dimensions that standard commercial contracting does not address. Cross-border commercial arrangements must account for the regulatory treatment of services across multiple jurisdictions.
We support complex acquisitive and operational transactions for regulated entities, including regulatory due diligence for M&A and asset sales, structuring authorisation-preserving acquisitions, and drafting and negotiating custody, clearing and technology outsourcing agreements. We advise on vendor risk allocation and service level architecture, institutional prime brokerage, market-making and liquidity provision agreements, and regulatory-safe commercial arrangements for cross-border platforms. We also advise on the regulatory aspects of technology and data outsourcing, including compliance with CPS 230 requirements.
Financial services regulation in Australia is not static. The direction of reform (across digital assets, prudential standards, payments, AML/CTF and conduct obligations) is determined through a policy process in which well-resourced institutional participants have genuine influence. Businesses that engage with that process actively, and that position themselves ahead of reform rather than behind it, may carry a sustained competitive and compliance advantage.
Our team is commissioned by clients to contribute to Parliamentary inquiries and law reform processes, including through technical submissions to Treasury and regulators. Senior members of the team have given expert evidence before Parliament, served as expert readers for the Australian Law Reform Commission, chair sub-groups for the Law Council of Australia, hold Adjunct Professorships in financial services law, and author leading practitioner texts for LexisNexis and Thomson Reuters.
Our experience
OSL – International acquisition
Acted as Australian counsel on OSL's acquisition of Banxa, the largest public-markets crypto transaction in Australian history. Led all Australian financial services regulatory workstreams and coordinated with cross-border counsel in Hong Kong, the US and Canada.
Tether, Binance, Kraken, CoinJar and Futu – Regulatory reforms
Advised the world's leading digital asset platforms on Australian licensing requirements, product structuring and compliance strategies under the DAP reforms and ASIC's updated INFO 225 guidance.
Finclear – Managed funds design
Advising the first Tier 2 ASIC-licensed market operator for unlisted companies and wholesale unlisted funds on novel product design in managed funds.
Multiple global exchanges and issuers – Strategic advice
Strategic advice on product classification, compliance frameworks and reform implications across Australia, the EU, UK, Hong Kong, Singapore, the US and UAE.
Aware Super, CareSuper, Brighter Super, NGS Super and Vision Super – Financial Accountability Regime
Advised major superannuation funds on Financial Accountability Regime (FAR) implementation at board and executive level, including accountability mapping, governance framework development and ongoing compliance.
AIG, AUB Group, Howden and Munich Re – Governance and compliance
Advised on governance structures and prudential reform compliance.
Aware Super - Anti money laundering, counter terrorism financing program
Advised on enterprise-wide AML/CTF program uplift to respond to incoming Tranche 2 reforms, including program design, risk assessment and governance frameworks.
Corpay – Compliance and remediation
Advised this S&P 500 FX and cross-border payments business on compliance and remediation in response to publicised ASIC findings, integrating regulatory strategy with governance reform and compliance uplift.
Multiple financial services firms – AUSTRAC engagement and support
Advised on AUSTRAC engagement, independent review support and remediation programs following regulatory reviews.
International banks – Australian transactions
Advising international bank lending clients including Rabobank, Société Générale, ING Bank and Bank of China on Australian transactions across agribusiness, manufacturing, property, construction, health and transport.
MaxCap Group and FC Capital – Private credit providers
Advising private credit providers MaxCap Group and FC Capital on structured lending transactions.
Wilson Asset Management (A$6B+ AUM) – Licensing and product design
Advised on AFSL licensing and product design.
Perron Group – N ovel investment fund structure
Acted on the formation of a novel investment fund structure, including fund documentation, tax structuring and negotiations with asset managers Channel Investment Management and JANA (Australia / Japan).
MCCA (Australia's largest Islamic fund) – Compliance advice
Advising on governance, licensing, product design and ongoing compliance.
Chartered Pacific and other fund managers – Tokenised managed investment schemes
Advising on the design and structuring of tokenised managed investment schemes, including the regulatory treatment of tokenised fund interests under the Corporations Act.
Mulpha Funds – Fund formation, compliance
Advised on fund formation, licensing and ongoing compliance.