Experience
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.
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.
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 of Portfolio Manager
Represented SEC-registered investment adviser sponsoring alternative investments in an investigation led by the SEC's Atlanta office.
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.
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.
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.
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.
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.
Conducted Review and Analysis of State IAR Registrations
Advised SEC-registered investment adviser regarding strategic review of state investment advisory representative (IAR) registrations.
Resolution of Civil Securities Fraud Action
Represented accounting executive in successful resolution of civil securities fraud action, including dismissal of certain allegations.
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.
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.
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.
Successful Representation in State Securities Matter
Represented individual accused of various state securities violations. Successfully negotiated resolution with no admissions of fault or liability and with no fines or restitution.
Advised Investors, Businesses on Potential Securities Regulations
Provided advice to various investors and businesses on potential securities regulations.
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 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.
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.
Defense of Officers, Directors in Securities Investigations
Participated in the defense of former officers and directors of publicly held government support manufacturer in securities investigations by federal and state authorities.
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.
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.
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