A. Valerie Mirko is leader of Armstrong Teasdale’s Securities Regulation and Litigation practice area. She represents asset managers ─ including retail and wealth management firms ─ and private fund advisers in U.S. Securities and Exchange Commission (SEC) enforcement matters as well as in connection with examinations and regulatory matters. Valerie’s practice focuses on issues related to conflicts of interest, distribution channels and marketing, safeguards and custody, and cybersecurity. 

Valerie has experience with inquiries, investigations and enforcement actions initiated by the SEC as well as the Financial Industry Regulatory Authority (FINRA) and state agencies. She also conducts internal investigations designed to advise and assist broker-dealers and investment advisers in preventing or responding to regulatory actions.

Valerie is pragmatic and leverages her past in-house and public-sector experiences when assessing regulatory and enforcement risk within the context of federal and state regulators’ policy goals. Prior to returning to private practice in 2019, Valerie was General Counsel of the North American Securities Administrators Association (NASAA), the association of state securities regulators. She was General Counsel from 2015 to 2019, having joined NASAA in 2012 and taken on leadership duties beginning in 2014. At NASAA, Valerie actively contributed to federal-state regulatory coordination with the SEC and FINRA. 

Prior to joining the firm, Valerie served as a partner in the financial regulation and enforcement practice of a global law firm from 2019 to 2023. Valerie’s investment management practice covers the key areas described below.

Broker-Dealer and Investment Adviser Regulatory Enforcement and Examinations

Valerie draws from her deep regulatory experience in advising broker-dealer and investment adviser clients in enforcement and examination matters. She has represented investment advisers subject to SEC enforcement investigations by the Asset Management Unit and a range of SEC regional offices, and has advised clients in connection with several settlements involving novel case and resolution theories. Valerie’s areas of focus are: conflicts of interest and standards of conduct – including Regulation Best Interest and Advisers Act fiduciary duty – as well as disclosure, internal controls, Regulation S-P, the SEC Custody Rule and fees. She has also counseled broker-dealers and investment advisers through SEC, FINRA and state regulatory examinations and inquiries.

Broker-Dealer and Investment Adviser Regulation and Compliance

Valerie advises broker-dealers and investment advisers regarding federal and state securities laws, including FINRA rules, and counsels clients in connection with regulatory initiatives and compliance programs. She has focused her nearly 20-year career on the impact of technology on the investment management industry and therefore also has a strong understanding of broker-dealer and investment adviser operations.

Valerie is nationally recognized for her practice in several key SEC rule sets and guidance, including Advisers Act Rule 206(4)-2 (the SEC Custody Rule for investment advisers), Advisers Act fiduciary duty and conflicts of interest, Regulation Best Interest, Regulation S-P. She is also advising clients regarding currently pending SEC rulemaking that would expand on existing obligations in the following areas: cybersecurity, vendor management, and the Proposed Safeguarding Rule that would replace the SEC Custody Rule. She routinely assists clients with enhancements to regulatory and compliance programs in matters related to Form ADV and Form ADV revisions, disclosure drafting and internal controls, as well as counseling clients through annual compliance reviews pursuant to Advisers Act Rule 206(4)-7 and mock exams. Valerie also has experience regarding the optimal structuring of co-advisory, sub-advisory or consultative relationships for investment advisers and how to structure wrap programs. Valerie applies her considerable regulatory experience in conducting regulatory due diligence in the context of broker-dealer and investment adviser merger and acquisition transactions, and advising regarding change in control issues.

Private Fund Advisers and Advice Regarding Registration, Exemptions and Marketing

Valerie counsels private fund advisers to hedge funds and private equity funds regarding the Advisers Act and related requirements. She is well versed in the application of exemptions from investment adviser registration for private fund advisers available at both the state and federal level. Valerie also has experience working through the various Investment Company Act exemptions from registration and their impact on Advisers Act status for private fund advisers. Valerie has assisted fund managers preparing for initial launch as well as private fund advisers with a global footprint. She has experience designing compliance programs for private fund advisers, whether registered or eligible for exemptions from registration. Valerie also provides counsel regarding marketing of funds, including relationships with placement agents, Regulation D requirements and the application of the Marketing Rule for investment advisers on certain private fund marketing activities.