Advising Private Funds on 40 Act and Advisers Act Issues
Counseling experienced and emerging fund managers on formation, structure, 40 Act exemptions, exempt reporting adviser filing and distribution issues for funds in various sectors and based in Kansas City, Miami, New York and St. Louis.
Advising Dozens of Broker-Dealers, Investment Advisers and Registered Representatives in SEC, FINRA and State Enforcement and Registration Matters
Represented major brokerage firms, independent broker-dealers, federal- and state-covered investment advisers and registered representatives in dozens of regulatory exam, registration or enforcement matters involving the U.S. Securities and Exchange Commission, FINRA and at least 25 different state securities regulatory agencies.
Representing Broker-Dealers and Registered Representatives in FINRA Arbitration Matters
Representing broker-dealers and their registered representatives in more than 40 FINRA arbitration matters. Multiple matters tried to award in FINRA arbitration and others resolved via mediation and settlement during course of pre-hearing litigation.
Acquisition of Investment Advisory Firms
Represented multiple investment adviser firms in acquisitions from 2020-2023, including a registered investment adviser with more than $20 billion in assets under management in multiple acquisitions, and multiple other SEC-registered firms in the sale of their assets.
Outside Corporate Counsel for Large Independent Broker-Dealer Investment Adviser Firm
Served as outside corporate counsel for large independent broker-dealer investment adviser firm based in the Midwest. Assisted in-house counsel on registration, licensing, product approval, compliance policies, employment matters and state, federal and FINRA regulatory issues.
Led Capital Formation Efforts for Missouri Medical Marijuana Licensees
Since 2020 served as lead securities and offering counsel for eight licensees under Missouri’s cannabis laws and regulations. The aggregate value of the various offerings of equity securities and convertible promissory notes exceeds $75 million and involved more than 40 facility licenses.
Advised Missouri Medical Marijuana Licensees in M&A and Reorganization Transactions
Led and closed transactions involving stock sales, asset sales, license transfers and other reorganizations contingent on and subject to significant regulatory requirements and conditions of the Missouri Department of Health and Senior Services. These involved both seller and acquisition-side efforts for 10 different medical marijuana licensee clients.
Registered or Secured Exemptions for $600 Million Church Extension Fund
Acted as registration counsel for large church extension fund and obtained registration approvals or exempt filings under Blue Sky Laws in 49 jurisdictions on annual basis.
Counseled Government Investment Vehicle in Formation and Launch
Assisted local governments and SEC-registered investment manager in forming and launching a pooled investment vehicle for local governments in Missouri.
Registered Investment Manager for Collective Investment Fund
Sought and secured registration in multiple states for emerging fund manager specializing in advising collective investment funds.
Managed Accelerator Program’s Onboarding and Capital Investments for Startup Company Participants
Assisted utility client with onboarding of and capital investments in startup technology companies as part of accelerator program in coordination with a local university and capital investors. Assisted with closing investments in more than a dozen program participants.
Assisted Institutional Investor with Private Fund Investments
Counseled two public companies’ investment arms in connection with separate million-dollar investments in startup venture funds.
Resolved State Securities Investigation on Behalf of International Broker-Dealer, Banking Clients
Obtained non-disclosable Letter of Caution in state securities investigation on behalf of an international broker-dealer and banking client. The state securities regulator was pursuing a possible failure to supervise and fraud action against the client, but Armstrong Teasdale was successful in resolving the matter with a non-reportable letter of caution.
Obtained Securities Registration Exemption in Construction of New Mill
Assisted client with obtaining securities registration exemption for Missouri new generation processing entities for purpose of construction of new mill. Worked with Missouri Agricultural and Small Business Development Authority and the Missouri Securities Division to secure the exemption paving the way for capital formation necessary for construction of a new facility.
Issuer Counsel to Health Care/Fintech Emerging Company
Negotiated multimillion-dollar Series Seed funding round for Missouri company with health care and financial technology product. Investors included leading venture capital firms from Chicago and St. Louis.
Assisted Application Developer with Capital Formation
Assisted client with capital formation efforts related to launch of software application technology related to online advertising. Representation included equity grants to key employees and negotiations with accelerator program for capital infusion.
Multimillion-Dollar Sale of Agricultural Processing Company
Represented client in multimillion-dollar sale of agricultural processing company to national food services company. Representation included resolution of matter related to transfer of special Missouri agricultural tax credits.
Multimillion-Dollar Sale of Supplement Retailer
Assisted client with eight-figure sale of supplement retailer that operates through large online platform. Transaction included multimillion-dollar cash purchase price and purchaser stock components for seller.
Represented Securities-Licensed Representatives in Multi-State Investigation
Represented four securities-licensed representatives of a securities issuer in a multi-state investigation concerning registration and licensing issues. Secured agreement from involved states to not charge or seek action against the clients.
Defended Representatives in Multi-State Investigation of Sales Practices
Defended multiple registered representatives in multi-state investigation of sales practices through a marketing organization. Secured no-action resolution for all represented agents in all states involved on a non-reportable, non-disclosable basis.
Favorable Settlement Agreement for Broker-Dealer in SEC Action
Negotiated favorable settlement agreement on behalf broker-dealer client with U.S. Securities and Exchange Commission, including securing a waiver of disqualification from the SEC Division of Corporate Finance.
Resolved Investigations into Investment Adviser Firm Following SEC, FINRA Actions
Obtained no-action, non-disclosable results in three states on behalf of an investment adviser firm. One East Coast and two Midwest states launched investigations into the firm and its individual representatives following a U.S. Securities and Exchange Commission and FINRA actions, but Armstrong Teasdale secured closure of the investigations without further disclosures on the firm's or the individuals' records.
Successfully Resolved FINRA Matter for Regional Broker-Dealer
Defended regional broker-dealer firm in FINRA sweep related to sale of L-share variable annuities. Resolved matter with no-action and non-disclosable, non-reportable closure letter.