Experience

Favorable Settlements for Customers Victimized by Broker Ponzi Scheme

Secured favorable settlements for multiple former clients of a broker who misappropriated over $100 million from several dozen customers, while misrepresenting that their accounts had grown to approximately $275 million in value.

Conducted Review and Analysis of State IAR Registrations

Advised SEC-registered investment adviser regarding strategic review of state investment advisory representative (IAR) registrations.

Counsel Regarding SEC Marketing Rule Implementation, Updating Marketing Rule Programs

Advised SEC-registered investment advisers in connection with implementation of SEC Marketing Rule, including with regard to presenting performance and building new testimonial/endorsement/referral programs. Counseling investment advisers on a regular basis on matters regarding hypothetical performance specifically and performance presentation more generally.

Counseled Client in Standards of Care Analysis

Advised dually registered investment adviser and broker-dealer in strategic review of business lines as part of Regulation Best Interest implementation and enhancements to Advisers Act compliance. Also advised client on intersection of Regulation Best Interest, ERISA prohibited transactions exemptions, and state fiduciary regulations.

Advised Clients in Regulation Best Interest Implementation

Advised several broker-dealers regarding implementation of Regulation Best Interest, including analysis of conflicts of interest, disclosures and internal controls, with a focus on compensation practices.

Multistate Notice Filing Remediation

Advised private securities issuer regarding remediation for notice filings to state securities regulators.

Advised Global Bank in Cloud Storage Transition

Advised global bank regarding SEC and FINRA regulatory obligations in connection with multi-country transition of records to cloud storage and also coordinated U.S. team providing securities, banking and mortgage advice for transition to cloud storage.

Structured Relationships Between Multiple Advisers

Counseled several offshore financial services companies regarding optimal structuring of co-advisory, sub-advisory or consultative relationships between offshore parent and U.S. onshore operations, including U.S. registered and exempt investment adviser subsidiaries.

Investors Awarded $18.9 Million in Securities Fraud and Mismanagement Dispute

Arbitrators awarded our investor-client $18.9 million on claims of mismanagement and securities fraud against the founder/manager of two closely held investment vehicles.

Prepare Clients for SEC and FINRA Examinations

Collaborate with compliance consulting firms to conduct mock examinations of broker-dealers and investment advisers under attorney-client privilege in anticipation of SEC and FINRA examinations.

Counseling Client Regarding Regulation Best Interest Remediation

Advising broker-dealer in connection with strategic review of Regulation Best Interest program, with a focus on Regulation Best Interest’s Care Obligation.

Counseling Clients Regarding State ESG Disclosure Rules

Advising broker-dealers in states that have finalized or are considering adopting ESG disclosure – and at times notification – rules.

Favorable Resolution in FINRA National Sweep Matter

Defended client in FINRA national sweep matter and secured favorable resolution terms for client compared to acceptance, waiver and consent (AWC) letters of all other member firms settling in same period.

FINRA Private Placement Investigation

Assisted client with resolution of FINRA investigation and action concerning private placement matters by significantly narrowing restitution period and entirely eliminating monetary fine component of acceptance, waiver and consent (AWC).

Resolved FINRA Sales Practices Investigation

Defended individual registered representative in extensive FINRA sales practices investigation, including multiple on-the-record interviews, and resolved the matter with no-action and non-disclosable, non-reportable closure letter.

Defense in FINRA Margin Trading Investigation

Defended broker-dealer and its president, compliance officer and registered representative in FINRA investigation concerning margin trading. Investigation was concluded in 2019 without any follow-up or further action by FINRA.

Assisted Fund Client with FINRA Cause Exam

Assisted fund client with efforts and production related to FINRA cause exam of managing broker-dealer in distribution of fund securities.

Resolved FINRA Enforcement Matter Involving Deceased Customer Account

Assisted individual registered representative with FINRA enforcement matter concerning trading in deceased customer account and resumption of activities following short 30-day suspension.

Counseled Client in Post-SEC Settlement Undertakings

Advised parent company of several affiliated investment advisers in connection with undertakings after SEC settlement and in conjunction with follow-up exemptive order.

SEC Enforcement Investigation Concerning Regulation Best Interest Compliance

Representing several broker-dealers and registered representatives in Regulation Best Interest investigations led by SEC Chicago office and SEC Head Office in Washington, D.C.

Provided Counsel Regarding SEC Custody Rule Matters in Connection with SEC Examinations

Represented several SEC-registered investment advisers in examinations focused on the SEC Custody Rule (currently Rule 206(4)-2), including advising on how to restructure related person custodian relationships. None of these examination matters were referred to Enforcement Division for further investigation into Custody Rule practices.

Provide Counsel Regarding Range of SEC Examinations Matters to Investment Advisers

Regularly represent SEC-registered investment advisers in connection with regulatory examinations addressing conflicts of interest and disclosure, advertising and marketing practices, and internal controls. Represented several SEC-registered investment advisers that did not lead to referrals to Enforcement Division.

SEC Enforcement Investigation of Portfolio Manager

Represented SEC-registered investment adviser sponsoring alternative investments in an investigation led by the SEC's Atlanta office.

SEC Enforcement Investigation of Private Equity Fund Manager

Represented SEC-registered investment adviser to private equity funds in an investigation led by the SEC's New York office in the adviser's valuation practices.

SEC Enforcement Investigation Concerning 12b-1 Fees

Represented SEC-registered investment adviser in an investigation led by the SEC's Asset Management Unit into the adviser's 12b-1 fees, transaction fees and related fees practices. Counseled client regarding settlement and related undertakings.

Won Dismissal of Class Action Securities Litigation Alleging Market Manipulation for Brokerage Firm

Represented a brokerage firm in class action securities litigation alleging manipulation of options market. Won motion to dismiss. Affirmed on appeal by the Third Circuit.

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.

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.

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 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.

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.