Scale with confidence: key insights from Penningtons Manches Cooper’s fintech roundtable

In June 2026 as part of London Tech Week, Penningtons Manches Cooper and Gravita co-hosted a senior fintech roundtable in partnership with Tech London Advocates FinTech and InsurTech group.

The session, titled ‘Scale with confidence: what fintech leaders need to get right before they scale’, brought together fintech founders, investors, and ecosystem leaders to examine the decisions that matter most before a raise, a partnership, or an exit.

With investor scrutiny tightening and regulatory expectations rising, the central message was consistent: the businesses that scale fastest are almost always the ones that have already sorted the fundamentals.

As Charlotte Hill, commercial dispute resolution partner, set the tone at the outset, fintech is not simply a growth story. The businesses that endure are those that are prepared financially, legally, and operationally before the pressure of scale truly arrives.

Investment readiness: what it actually looks like

Adam Carling, partner in the corporate team, highlighted three areas that investors will scrutinise closely during diligence.

Intellectual property

Investors will want to understand whether protected IP is fundamental to the business and if so, whether formal protection exists, or application has been made, and whether coverage extends to areas of planned expansion. Where the business does not rely on protected IP, it will need a compelling narrative: first-mover advantage, for example, or structural barriers that make its market position defensible regardless.

Customer relationships

For earlier-stage fintechs, a small customer base is common, but investors will test this hard. An over-reliance on a single or small group of customers can be a significant vulnerability, and a risk investors will need to assess.

Tax compliance

Particularly around EIS and SEIS, eligible investors will want confidence that the business is compliant and that HMRC advance assurance is in place and all relevant information has been supplied to HMRC when seeking it.

Toby Hermitage, tax partner at Gravita, urged founders to approach diligence proactively. A vendor due diligence pack, reviewed by professional advisers, can remove significant friction. Share paperwork is a particular risk area; even documentation incorrectly structured a decade ago can become a live issue during a transaction.

Under the Companies Act, the statutory register of members is the primary evidence of legal title, so historic errors in allotment resolutions, filings or option exercises can create complications on verification of ownership and on EIS and SEIS compliance statements. Approved scheme compliance, correct filing at Companies House, and up-to-date paperwork should all be confirmed in advance.

Anoushka Gangji, senior associate in the corporate team, highlighted three key points for founders:

• Early share allocation is critical to avoiding disagreements further down the line and tax charges on transfers of shares between co-founders.
• Overpromising equity at the outset can have serious consequences for early-stage companies. Over-promising equity to friends, family and to prospective employees – often to attract the right talent (when it is not possible to offer them high salaries) – creates a slippery slope of shareholder dilution. Ben Chernoff, partner and head of managed business services at Gravita, reinforced the point: many early-stage founders regret having issued equity too freely, leaving themselves heavily diluted.
• The importance of board governance, emphasising that it was important to have a robust, engaged, and experienced board with independent directors to deal with co-founder exits or in the worst-case scenario, insolvency.

Ben also flagged a geographic dimension that is often overlooked. UK fintechs are increasingly receiving overseas investment, particularly from the US, and the location of key investors can materially affect timelines, a genuine risk for smaller businesses that are dependent on that capital.

From start-up to regulated business: the shift that catches people out

Kristina MacPherson, associate in the financial services regulatory team, addressed the underestimated complexity of moving from a fast-moving start-up to an entity operating within the full expectations of a regulated financial institution.

The FCA and PRA will want to see governance frameworks, systems and controls, and clear evidence of how risks are being mitigated. For FCA Part 4A authorisation, the regulator is assessing statutory threshold conditions covering appropriate resources, suitability and a viable, compliant business model. A regulatory business plan will typically cover legal structure, regulated and unregulated activities, target market, governance and senior management arrangements, conduct and prudential risks, financial projections and wind-down planning – not the growth narrative of an investor deck.

Under the Senior Managers and Certification Regime (SMCR), most firms will need designated senior managers for key functions, including compliance oversight and a designated money laundering reporting officer, supported by statements of responsibility. The FCA’s SYSC rules require the compliance function to have sufficient authority, expertise, and access to information, meaning resourcing must scale with the customer base and risk profile. An inexperienced board that has not previously operated in the regulated sector or been against regulatory challenge will often struggle to respond appropriately, which is itself something the regulator will look at.

The regulatory environment is, however, evolving in a more founder-friendly direction. Reforms under the Financial Services and Markets Act 2023 have given HM Treasury powers to establish financial market infrastructure sandboxes, including the Digital Securities Sandbox which took effect in January 2024. In parallel, the FCA has expanded its innovation services, including its Regulatory Sandbox, the permanent Digital Sandbox, and Innovation Pathways, providing structured routes to test propositions and obtain pre-application support before seeking full authorisation.

AI adoption featured prominently in the discussion as well. The FCA has been clear that there is no separate AI regime: existing obligations under SMCR, the Principles for Businesses, SYSC and, where relevant, the Consumer Duty, all apply to AI and machine-learning systems. The practical implications are consistent with what the roundtable identified: humans must remain in the loop, there must be board-level accountability for AI implementation, and AI-driven decisions must be explainable; particularly where automated or agentic decision-making is involved. Charlotte Hill noted that understanding what data is being used, and how, is already established as a matter of good governance.

Financial discipline: runway, structure, and thinking ahead

Ben highlighted that the landscape in this area has shifted. Three years ago, the dominant approach was growth at pace, burn fast, and raise again. Today, founders and advisers are asking a different question: how long can we make this investment last? Discipline around cash, a focus on the top line, and sticking closely to investor forecasts are now the more common approach. The existence of a forecast is not enough; demonstrating that previous forecasts have been met, or that deviation has been properly explained, is what gives investors confidence.

On R&D, the landscape is less generous than it was. Recent reforms have merged the previous SME and RDEC schemes into a single R&D relief for most companies from April 2024, while maintaining enhanced payable credits for R&D-intensive SMEs that meet a specified intensity threshold. Fintechs should model which side of that line they fall on.

Grants remain a meaningful source of non-dilutive funding in a number of sectors and are worth considering alongside equity.

Ben noted the growing prevalence of options on future valuation rounds is a reflection of the more cautious, structured approach that now characterises the market.

Finally, Toby flagged an area that can be mishandled – the distinction between personal and business funds. Many entrepreneurs fail to fully accept that there is a meaningful difference between corporate and personal funds and there should be no overlap between the two classes.

This is further complicated when firms are also holding client money and are subject to the FCA’s CASS rules, requiring client money to be held in segregated accounts, separately from the firm’s own funds. For authorised payments institutions and e-money firms, equivalent safeguarding obligations apply under the Payment Services Regulations and Electronic Money Regulations. Any blurring of personal, firm and client funds can amount to a serious regulatory breach and may call into question whether the firm continues to meet the FCA’s threshold conditions.

Closing reflections

The roundtable ended with final thoughts and a key action for fintechs who are scaling, from the hosts at Penningtons Manches Cooper and Gravita:

“Document the exit route. Know where you are going before you start scaling – it shapes every structural and financial decision you will make along the way.”

Toby Hermitage, partner, tax, Gravita

“Founders should address IP protection from the outset, it is one of the first issues investors will interrogate, and one of the most damaging to leave unresolved.”

Adam Carling, partner, corporate, Penningtons Manches Cooper

“Document everything and have an answer for everything. Regulators and investors alike will ask hard questions; the businesses that come through diligence and authorisation are the ones that were prepared before those questions are asked.”

Kristina MacPherson, associate, financial services regulatory, Penningtons Manches Cooper

“Be generous with vision, not equity. What feels generous at the start can become restrictive as you grow.”

Anoushka Gangji, senior associate, corporate, Penningtons Manches Cooper

“Know where your investors are based and plan accordingly. In a market where cross-border investment is the norm, geography affects timelines and timelines affect everything.”

Ben Chernoff, partner, head of managed business services, Gravita

“The regulatory environment is becoming more supportive of fintechs, but that is not a reason to cut corners. The businesses that earn the regulator’s confidence are the ones that treat governance as a foundation.”

Charlotte Hill, partner, commercial dispute resolution, Penningtons Manches Cooper