Marketplace Lending

Pepper Hamilton LLP knows that no two players in the marketplace lending or online direct lending area are alike.

We represent clients worldwide in all segments of marketplace lending – platforms, investors, service providers and banks – to help them identify the legal issues that arise from their chosen approach to the market. Our clients cover the spectrum of emerging ideas, including FinTech start-ups, seasoned businesses and institutional and non- institutional regional and global investors. We tailor legal solutions to their specific business objectives, risk tolerances and market constraints.

We know marketplace lending companies. In the industry, we’ve helped launch many commercial and consumer platforms, worked with broker-dealers, advised both large and small investment advisers and service providers, served as general counsel to private marketplace lending investment funds, and served as U.S. counsel for publicly traded non-U.S. funds dedicated to investing in marketplace loans in the United States and around the world.

Our full suite of legal services for platforms and investors includes advising on start-up corporate structuring and compliance and other launch issues; structuring seed and venture capital financing; preparing investment fund formation documentation; counseling on broker-dealer formation, registration and operations; and assisting with investment adviser registration and operations. We also provide advice with respect to state and federal bank regulatory compliance, including the Consumer Financial Protection Bureau (CFPB); counsel clients through primary and secondary loan purchases; and advise on privacy, data security and tax strategies.

We draw on our experience in the traditional SEC-registered marketplace lending context, as well as new and emerging areas of capital raising, including Title II, Title III, Title IV (Regulation A/A+) of the JOBS Act and Section 3(a)(11) (intrastate exemption) under the Securities Act.

We have a visible presence in the marketplace lending space. We have both sponsored premier industry events and held our own roundtables on key emerging issues. We also host and participate in the leading marketplace lending meet-up events nationwide, including events in New York, Silicon Valley and Los Angeles; frequently appear in the media on the topic; and speak for and lead panels on these issues at major legal and industry conferences.

We work closely with our financial services lawyers, who are well versed in federal and state lending laws relating to both small business lending and consumer lending. In the consumer lending area, we have advised regulated and unregulated financial firms in lending on a national basis. Our lawyers know the federal regulatory agency rules and have experience with the 18 consumer protection statutes promulgated by the CFPB, including Regulations Z, E and B; the Gramm-Leach-Bliley privacy rules; and the state rules and regulations governing usury.


The rapid growth of financial technology, or “FinTech,” promises to change the landscape of the financial services industry in the coming years. With global investment in FinTech ventures reaching more than $12 billion in 2014, financial services companies — from tech start-ups to major banks — are paying attention to this dynamic industry and the innovations that these companies are offering. Pepper Hamilton provides comprehensive services to FinTech companies in the health care, payments and financial services industries, as well as other areas, advising on matters ranging from bank and non-bank regulatory issues affecting the marketplace lending space and innovative payment technologies to general corporate and intellectual property matters.

Navigating Issues

Pepper is a national firm with more than 450 lawyers and counts among its ranks legal industry thought leaders in a variety of disciplines that touch the marketplace lending world, including:

  • regulations governing the formation and operation of investment vehicles
  • investment adviser regulation
  • bank and consumer credit regulation
  • broker-dealer regulation
  • U.S. and cross-border tax issues
  • privacy and data security laws
  • intellectual property protection
  • and more.

Pepper prides itself on "starting closer to the answer" to meet our client needs in an efficient and timely manner. We are no stranger to innovation, especially in the financial markets, and have been on the leading edge of the adaptation of established legal structures and conventions to meet the needs of this burgeoning business model. We have invested substantially in our capabilities to serve marketplace lending businesses, from early-stage start-ups to mature operating industry leaders. Our marketplace lending clients now span consumer and SME lending; real estate acquisition and improvement; dedicated marketplace lending broker-dealers (acquisition, formation and regulation); project finance; solar finance; student lending; tribal lending; merchant cash advance; and other niche lending businesses.