Josh Hamilton Smith

JOSH SMITH- https://www.linkedin.com/in/joshhamsmith/ I have experience in financial services, fintech, Corporate Finance, M&A, investment funds, contracts, strategy consulting and wellbeing. As a dual qualified lawyer, I have played various roles for companies varying in size, sector and jurisdiction. EDUCATION Legal Practice Course, BPP Holborn (September 2014-June 2015): • Passed with a Distinction studying Corporate Finance, Acquisitions and Commercial Law and Intellectual Property electives. Graduate Diploma in Law, University of Law Moorgate (January-September, 2014): • Awarded an Academic Gold Award Scholarship to study the GDL • Passed with a Commendation Grade, with Distinctions in Land Law and Public Law Psychology BSc, University of Warwick (October 2010-July 2013): • First Class Honours (including high first class results in Statistics, Research Methods and my Dissertation) • Dissertation accepted to present at a Royal College of Psychiatrists' annual conference and later awarded 2nd Place at the event. Following peer-review, it was published by the Journal of Adolescence • Invited back to give an alumni talk on Professional, Academic and Career Skills to the 2014 Undergraduates (2015,16) AS and A2, Godalming College (September 2008-June 2010): • A Level: A*A*A Politics (Received College's “Outstanding Attainment Award”), Psychology and English • AS Level: A B in Critical Thinking and Spanish NOTABLE WORK EXPERIENCE Eluciant Limited; London (October 2021 - Present) - Legal Consultant ‣ Two two remote, fixed-term projects through my own professional services company as follows: ‣ (1) IBOR programme role with MUFG Bank, which involves managing the IBOR Legal mailbox and all queries directed to it from across the bank, creating legal operating models, updating legal playbooks, working closely with stakeholders across the world, and managing external counsel where necessary for the banks IBOR rendition programme. ‣ (2) Contract automation specialist with Ontra, which involves ad hoc drafting, managing, negotiating and executing 2 clients’ NDA (and other earl stage documentation) portfolio. Tees and Coffee; London (February 2021 - present) - Startup Business Mentor Schroders plc; London (June 2020 - October 2021) - Legal Counsel - Investment ‣ Liaised with different internal and external stakeholders, clients and personnel at this UK listed asset manager (AUM £550bn+); ‣ Liaised directly with external counsel, scoping of work, negotiating fee quote and subsequent scope management; ‣ Review legal implications of client constitutional documentation, organisational structuring and worldwide corporate vehicles; ‣ Reviewed Investment Management Agreements, Investment Guidelines and other onboarding documentation. ‣ Capacity and diligence checks on clients, including following risk management and corporate governance protocols; ‣ Reviewed APAC/London IPO documentation, coordinating Compliance, Legal and Fund Managers (worldwide) as required; ‣ Drafted and negotiated documentation for a Swiss and Australian funding piece which was an extra longevity swap, financed by a bond issuance to multiple investors (collateralised); ‣ Drafted umbrella amendment documentation for a forward FX collateralisation unwind project involving multiple brokers and underlying client ISDAs. This was a major internal project which I saw from start to finish; ‣ Negotiated GMRAs, MSFTAs, ISDAs, CSAs, Guarantees, IMAs, Side Letters, NDAs, Amendment Agreements and other industry standard commercial contracts, including prime brokerage, often considering regulatory and jurisdictional factors; Intervisual Group Limited; London (November 2020 - present) - Company Director ‣ Working remotely with an ex Special Forces military cross recipient’s content creation for his wellness ethos; ‣ Incorporated two companies, set up the bank accounts, liaised with web and logo designer, drafted constitutional documents; ‣ Created log line and synopsis, subsequently forming a joint venture with a production company to submit an idea to Netflix; ‣ Created presentation documentation to deliver for keynote speeches; ‣ Negotiated the onboarding of my client onto two different third party corporate wellness platforms. Travers Smith LLP; London (Sept 2016-June 2020) - Qualified Solicitor (England & Wales and ROI) - Training Contract (Employment; Finance; Corporate 1; Corporate 2) Corporate / Investment Funds/ M&A / Private Equity ‣ Managing due diligence processes and managed completions; ‣ Worked on a three stage (acquisition, sale and leaseback and secondary sale) transaction for listed REIT subsidiary; ‣ Drafted the ancillary documents, organised the documents list and managed specialist Travers Smith teams on a multi-jurisdictional, multiple property acquisition by a real estate fund. Worked on said fund’s further acquisitions; ‣ Assisted with CLO and CMV risk retention fund structuring; ‣ Prospectus and early look presentation verification alongside company secretary and board of directors; ‣ Assisted on the offer and placing of zero dividend preference shares; ‣ Assisted on an incorporation of a new vehicle and the subsequent private placing to raise funds for an acquisition; ‣ Assisted on the corporate authorisations required to remove an Investment Manager. ‣ Negotiated many NDAs (buy and sell side), Hold Harmless Letters and Engagement Letters (liaising with in-house counsel); ‣ Assisted with the Acquisition Documentation and W&I insurance on a £700 million deal part financed by a HY Bond; ‣ Drafted both the Acquisition and Equity documentation for a PE acquisition and then assisted on their loan note refinancing; ‣ Assisted on various Management Incentive Plans, Chairman Appointments and other portfolio company work; ‣ Worked with the portfolio company and Jersey counsel on the documentation for a TISE Loan Note Listing; ‣ Drafted and negotiated a tripartite real-estate Joint Venture Agreement and all of the ancillary documentation; ‣ Negotiated Share Purchase Agreements, Investment Agreements and Put and Call Option Agreements; ‣ Drafted constitutional documents, share option documents, board minutes and management incentive plan documentation. Corporate Finance ‣ Reviewed documentation for a bank seeking to sign up its cardholders up to Apple Pay’s payments platform; ‣ Undertook broad range finance due diligence on multiple corporate transactions; ‣ Managed Condition Precedent and Condition Subsequent processes for various lending opportunities; ‣ Drafted deeds of charge, release, novation agreements and made subsequent filings for a Fintech matter involving 30 Banks; ‣ Drafted an amendment deed to a Senior Facilities Agreement, alongside a supplemental debenture; ‣ Reviewed fund documentation of an alternative credit fund with a view to realising more cash from the fund for the client; ‣ Reviewed receivables financing agreements, including agreements for the purchase of debts and supplier financing facilities; ‣ Prepared a due diligence report for a bank lending into fund, which included managing 10 different jurisdictions’ counsel; ‣ Drafted and negotiated facility agreement accession documents (multiple obligors), including security documents and ancillaries as part of a large, multi-jurisdictional re-organisation and then assisted with the finance arrangements on the subsequent sale; ‣ Reviewed multiple Investor Subscriptions Agreements and LP Side Letters on behalf of a lender to a fund (various closings); ‣ Worked through Conditions Precedent on a buy-side leveraged finance deal which included Scots Law; ‣ Worked through Conditions Precedent on a sell-side Funds Finance deal; ‣ Drafted and negotiated release of existing and creation of new security (across 4 jurisdictions) for a mining company; ‣ Amended the Investment Management Agreement (with two separate investment mandates) for key client. Derivatives, Securitisation and Structured Products (Financial Services/Capital Markets) ‣ Reviewed and negotiated heads of terms and subsequent security and commodities trading documentation for a European energy trading deal including the Global Agreement, EFET Agreements (and annexes) for Power, Gas and Environmental Products. ‣ EU Emissions Trading System token trading queries; ‣ Negotiated fund-level hedging documentation including 2 x physically settled FX forwards with aggregate notional of €230m, including on-boarding documentation; ‣ Negotiated and amended fully paid interest rate cap confirmations on various facility linked and non-facility linked matters; ‣ Created a template ISDA Schedule and negotiated with 6 counterparties (for hedging on a multibillion dollar transaction); ‣ Drafted an Early Termination Notice on behalf of the bank to be served on its newly insolvent counterparty, and dealt with the Calculation Statement and close-out queries following the termination of the bank’s ISDA and closing out of its transactions; ‣ Amended a template delegated reporting agreement (for use with NFC- counterparties) for a French bank; ‣ Prepared client briefing notes on (i) the impact of a no-deal Brexit on derivatives transactions and (ii) EMIR REFIT; ‣ Negotiated hedging documentation in relation to a billion NOK bond issuance; ‣ Reviewed hedging, charge and structuring documentation for a rating agency engaged in a securitisation transaction; ‣ Amended a client's derivatives portfolio compression agreements; ‣ Negotiated an ISDA Schedule for a Brazilian mining entity with a counterparty bank; ‣ Assisted with the derivatives documentation to be amended on the second largest pension scheme buyout of 2018. ‣ Assisted with the pitch material for a large asset management firm looking to create a new stock lending platform; ‣ Negotiated and concluded Interest Rate Swaps on behalf of a Pension Scheme client; ‣ Reviewed and amended repo documentation; ‣ Worked together with the existing Investment Manager, the incoming Investment Manager and the Pension Scheme Trustee on the migration of a large derivatives investment mandate and associated transfer mechanics; ‣ Negotiated a Master Collateral Service Agreement with a counterparty bank; ‣ Ad hoc regulatory research and advice tasks relating to EMIR, MiFID, ERISA language and pension scheme related matters; ‣ Drafted Pension Protection Fund Guarantees and Legal Opinions. Employment ‣ Contentious, advisory and transactional work; ‣ Drafted and negotiated numerous settlement agreements and assisted with the processing of dismissing employees; ‣ Drafted, amended and reviewed (as applicable) bespoke contracts for a range of professionals at different levels of seniority; ‣ Drafted, amended and reviewed (as applicable) company policies; ‣ Conducted corporate due diligence on employee, manager, director, HR and company wide documentation; ‣ Reviewed and or negotiated director appointment/resignation letters; ‣ Assisted with the management of confidential information during the provision of materials pursuant to subject access requests. Extra Involvement at Travers Smith included Graduate Recruitment, CSR Committee Member and Brexit Working Group Research Assistant. The Law Tutors; London (December 2015-May 2017); Part-time tutoring of LPC and GDL content one-to-one and in groups. Tael Partners; Singapore (March - April 2016); Easter Placement at this South-East Asian Growth Private Equity firm. ‣ Compiled a presentation for the Managing Partner of research regarding worldwide Fundraising/Marketing Restrictions; ‣ Investigated regulatory and cost concerns, and outlined the pros and cons of various options; ‣ Negotiated and amended NDAs alongside the investment professional; ‣ Reviewed Term Sheets/Heads of Terms; ‣ Attended industry presentations, conferences and networking events. Credit Suisse (Via D2 Legal Technology); London (June 2015-July 2016): Legal Analyst ‣ Worked within a multi-disciplined 15 person team which served as a front office risk function; ‣ Worked alongside a range of stakeholders, managers and other departments, which included managing expectations; ‣ Participated and even coordinated meetings with team members and other team functions within the Bank; ‣ Adjusted to the changing nature of both the role and the economic circumstances of the Bank at the time, resulting in the team increasing to 25 people and then decreasing to 11, and the associated changes in workload and scope; ‣ Sourced worldwide OTC Derivative, Repo, Stock Lending and Prime Brokerage documentation, including all ancillary documents, annexes and appendices both internally and from external sources; ‣ Interpreted salient termination, default, credit rating and collateral provisions (across the various documents) and captured them in a bespoke software tool, often subsequently assisting with the remediation of older data as the software evolved; ‣ Worked with developers to amend the tool and devised a procedure for capturing more specialised SPV agreements; ‣ Managed the spreadsheet of the SPV documentation’s salient provisions; ‣ Liaised with Collateral Management routinely for confirmation of collateral calculations and receipt/posting of collateral; ‣ Assisted Legal through the provision of aggregated data which demonstrated the Bank’s commercial and/or legal positions ‣ Trained replacement. Other Notable Work Experience includes: Sports Coach and Camp Manager (Various companies,-); Policy Research Unit Assistant (Houses of Parliament, London, 2013); Experimental Research Assistant (Department of Psychology, Warwick University,-); Management Contracts Intern (The Talent Agency, 2012). EXAMPLES OF VOLUNTEERING EXPERIENCE Hendon School (July 2021-present): School Governor for this mixed secondary school. Enactus UK (February 2021-present): Business mentor to student enterprise. Semi Final Judge of the UK National Competition. Legal Advice Clinics (January 2014-present): Volunteer at various free legal advice clinics. Delivered clinic training sessions. Credit Suisse Mental Health Awareness Group; (January 2016-June 2016): Volunteer for the Finance and Budgeting team. BPP (in conjunction with Allen & Overy and RBS); (October 2014-April 2015): Business and Finance Workshop Series. Warwick Psychology Society; (April 2012-April 2013): Publicity and Market Executive. Nightline Student Supporter; (November 2011-July 2013): Samaritans trained service. Listened to students with personal issues (as severe as suicidal ideation) and assessed their feelings over the phone and/or in face-to-face drop in sessions. Diffused many prank calls. Followed strict protocol. Committed to work multiple 9pm-9am shifts each term. Helped to train new recruits. INTERESTS AND ACTIVITIES Musical Performer and Song Writing, Production and Musical Advisor; (August 2012-present): Multi-instrumentalist and band member with a portfolio of over 30 published songs and performances including BBC Radio, BBC Introducing and Soccer Am. Organised online digital distribution of songs. Session in studios and advise other artists on song production. Oxshott Royals Football Team; -): Won various trophies and played abroad during four European tours. Basketball: Captained team to a “British College Sports” South East regional championship, and a further UK 5th place ranking. Travelling: Visited more than 35 countries including Brazil, Cape Verde, Cuba, Israel, Myanmar, Norway, Ukraine and Vietnam. through such travels and from University I have a network which spans Europe, US, South East Asia and the Middle East.