Adam Topping 

Special Counsel – London
T.+44 (0) 20 7170 8529
Dashwood House
69 Old Broad Street
London EC2M 1QS
United Kingdom V-CARD

Adam Topping is a special counsel in the Energy and Commodities Group in Cadwalader's London office.

Adam advises financial institutions, hedge funds, energy companies, utility groups and corporates on a variety of corporate and finance matters with a particular focus on the commodities sector (including energy, agricultural, metals and mining). Adam has extensive experience in structured commodity derivatives transactions, cross-border finance and security arrangements, general trading matters, financial services, EU and US derivatives reform and related cross-border regulatory and compliance matters.

Before joining Cadwalader, Adam spent five and a half years in in the London office of another US firm, again working in the Energy and Commodities Group.  During this time, he had the benefit of participating in the firm’s secondment programme, which took him to the firm’s Washington, D.C. office.  He also spent time at two major international investment banks, where he advised on a range of transactional and regulatory matters arising out of the entry into new markets and product areas.

Before moving to private practice, Adam spent two years in-house at BG Group plc working on a variety of international oil, gas and LNG projects, as well as assisting with the negotiation of energy documentation across the supply chain.

Adam has authored a number of articles focusing on a range of legal and regulatory issues affecting the energy and derivatives markets in the UK and EU, including EMIR, MiFID II/MiFIR (including position limits), REMIT, MAD/MAR and related cross-border issues.  He has also written and advised upon the UK Bribery Act.

Adam graduated from the University of Manchester in 2000 and The College of Law, London, in 2003.

His representative engagements include: 

  • Advising Mercuria Energy Group in connection with its acquisition of the physical energy and commodities business of JPMorgan for $3.5 billion.
  • Advising a French bank in connection with the financing of multiple global commodities merchants and trading businesses, including multi-jurisdictional security documentation and advice. 
  • Assisting a German bank in connection with its accession as consignor to a €150 million precious metals consignment facility for use by a leading "electrical contacts" producer. 
  • Advising a German bank in respect of a US$25 million convertible loan extended to a Canadian-mining company for use in respect of the financing of its Malaysian gold exploration and production operations. 
  • Representing The Bank of Tokyo-Mitsubishi UFJ, Ltd., as arranger and administrative agent, in connection with a $700 million committed revolving asset-based credit facility to a global commodities merchant  firm spun-out from a Fortune 100 company.
  • Representing a Chinese oil exploration and production company in connection with a $110 million inventory financing by way a structured prepay transaction.
  • Advising a German bank in connection with a secured, prepaid swap (notional value €65 million) entered into with a French company to finance the exploration and production of onshore oil and gas acreage. 
  • Representing the arranger in connection with the establishment of a multi-country, multi-currency structured note programme, utilising a Luxembourg SPV to issue multiple tranches of listed notes backed by tariff receivables arising in connection with electricity generated by solar photovoltaic panels in the United Kingdom. 
  • Advising a range of UK financial institutions and energy companies in respect of the implementation, interrelationship between, and cross-border aspects of, EU and US derivatives reform, in particular, EMIR, MiFID II/MiFIR, MAD II/MAR, REMIT, the Benchmarks Regulation, and the Dodd-Frank Act. 
  • Advising a consortium of "special situation" investment funds in respect of investments in distressed energy assets, including UK North Sea assets, Scandinavian mining assets, and deep-water heavy-lift vessels for use in oil and gas exploration. 
  • Advising Goldman Sachs in relation to the acquisition of the international energy business of Constellation Energy (with a portfolio including power, gas, coal, carbon and uranium). 
  • Advising on the banking, finance and security issues applicable to the multi-billion dollar restructuring of a UK-based hedge fund.
  • Advising the Futures Industry Association in respect of its response to EU financial regulatory reform consultations under MIFID II.
  • Advising energy market participants in relation to the licensing, regulatory and financial services law applicable to their proposed energy sector activities. 
  • Advising investment banks, hedge funds and energy and commodity companies in developing their templates and further negotiating a wide range of energy commodity trading documentation (including ISDAs, EFETs, NBPs, ZBTs, GTMAs, IETAs and master netting agreements). 
  • Assisting a range of clients in relation to the formulation of compliance handbooks and training materials, including EU derivatives and UK Bribery Act issues. 
  • Advising a US-based global retailer in relation to its trading and supply activities in the UK wholesale power market, including related regulatory issues. 
  • Advising a US investment bank and related parties in relation to the development of a market for the trading of cloud computing capacity as a commodity. 
  • Advising a UK investment bank in relation to the multi-billion dollar restructuring and close-out of secured derivative transactions used to hedge forward gold price risk.
  • Coordinating, reviewing and managing a multi-sector due diligence process across 80 jurisdictions for a leading US investment bank, covering a range of commodities, including power and gas, carbon, financial derivatives, LNG, oil and coal.



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