Retail Structured Products

Our Practice

Simmons & Simmons regularly advises on a range of structured products offered to retail investors, including equity linked products (mainly equity baskets and indices), commodity linked products (baskets of a wide range of commodity types and indices) as well as more complex equity and rate strategies, proprietary indices and volatility products. We also advise on retail credit linked products.

We advise on new structures and developments in the market including repackagings, and collateralised and asset backed structures for retail investors including the most recent PD compliant final terms programmes. We have particular experience in the automation of the legal documentation for retail structured products transactions.

We work closely with various national authorities in approving and passporting notes, warrants and certificates. We have expertise in advising on all aspects of European public offers including: distribution agreements, marketing materials, disclosure, MiFID compliance, fee disclosure and offer timetables. We also advise on securities clearing through domestic settlement systems across Europe. We advise on the tax as well as the regulatory and legal aspects of offers to retail, HNWIs, private banks their distributors.

We are active members of the Joint Associations Committee on Retail Structured Products (JAC) and have assisted market participants in co-ordinating responses to various EU consultation papers. 

In addition to European retail structured products we have lawyers in Asia and the Middle East with experience in similar products in their regions.

Our retail structured products practice is part of our international financial markets practice which comprises more than 200 lawyers worldwide specialising in advising financial institutions, who together have a thorough understanding of all aspects of the international financial markets.


The products we have worked on which have been offered to retail investors include:

  • PD2 compliant retail programmes 
  • asset backed retail programmes
  • asset backed stand alone issues
  • share and share basket transactions
  • index and index basket transactions
  • strategy, proprietary indices and volatility products
  • commodity linked and hybrid products
  • fund linked products
  • structured credit products.

Our European experience includes advising clients in Italy, Spain, Belgium, Germany and Scandinavia.

Specialist Expertise


  • we have a leading European retail structured products practice and have advised a number of European and US banks in connection with retail structured products.

Notes, Warrants and Certificates

  • we have extensive experience in cross border retail offers as well as domestic retail markets such as the certificates market in Germany.

New Retail Structures

  • we are advising on a variety of new structures offered to retail investors including issues by off-balance sheet special purpose vehicles, collateralised structures, asset backed securities and capital protected structures.

Tax Efficient Retail Products

  • changes in UK tax rules – including the capital gains rate for individuals and increases in income tax – have lead to an increase in structured products aimed at the UK retail market.  In addition, Germany and France have well developed tax efficient retail structured products markets. We have a pan-European tax retail products practice which includes Germany, France, the Netherlands, Italy, Spain as well as the United Kingdom.

Regulatory Issues

  • our specialist regulatory practice advises on all of the regulation and proposed regulation affecting capital markets including EU and national regulation.

    We are closely involved in advising on the increased regulation of retail structured products including PD2 compliant programmes, EU proposals for PRIPS, the MiFID 2, as well as recent proposals from national authorities.

Automated documents

  • we are advising in respect of automated documentation procedures in connection with retail transactions in particular the establishment of automated systems for PD2 compliant retail final terms.