Investment Management

Our team keeps abreast of the business trends and shifting regulatory factors that shape the investment management industry, so we can anticipate how those changes may impact the activities of our investment management clients.

Services

We understand that participants in the investment management industry offer a variety of services and products using a range of business models and operating platforms. We add value to investment management operations through our creative and practical legal counsel, permitting investment professionals and operations personnel to focus on managing and growing their businesses. We regularly assist compliance personnel and/or in-house legal counsel on regulatory and compliance matters. We represent investment advisers in the full range of formation, operational and regulatory matters, from advisory contracts to registration on Form ADV, as well as transactional matters such as mergers and acquisitions, internal reorganization and successions. We represent investment advisers to separate and managed accounts, advisers to pooled investment vehicles (hedge funds, private equity funds and venture capital funds), and advisers who provide comprehensive wealth management financial services.

Our attorneys are experienced in representing clients in all types of litigation and pre-litigation matters, including strategy and litigation relating to non-solicitation agreements and the broker Protocol in the context of adviser transitions between firms. We regularly represent clients in litigation involving claims from misrepresentation, securities fraud under state and federal statutes, negligence, unsuitability, breach of fiduciary duty and churning to employment/independent contractor disputes, trade secret, non-compete/non-solicitation and raiding cases. We often represent clients on regulatory and compliance matters, including subpoenas, examinations, investigations, wells notices, and formal complaints by the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), Department of Labor (DOL) and State regulators.

At Fredrikson we believe our Investment Management team offers a compelling value proposition. We work to staff each project in a way that maintains team continuity and ensures responsive, expert service to our clients in order to provide the most cost-effective legal advice possible.

Representative Matters

Investment Advisers

We offer our investment adviser clients a range of investment management legal services tailored to each client’s business model and service offerings.

Investment management services include:

• Representing clients in Securities and Exchange Commission (SEC), Department of Labor (DOL) and state examinations and enforcement investigations and proceedings.
• Assisting clients on their partnership agreements.
• Assisting client on their employment agreements, including restrictive covenants and non-solicitation or non-compete provisions therein.
• Advising on mergers and acquisitions (buyers and sellers) involving wealth management practices.
• Analyzing registration status and registration exemptions under federal and state laws, including the Investment Advisers Act and the Investment Company Act.
• Assisting with RIA registration under federal and state laws.
• Advising clients with respect to corporate governance, fiduciary duty, and conflicts of interest.
• Preparing and reviewing advisory contracts, customer disclosure documents, solicitation agreements and contracts with service providers.
• Advising on the installation and maintenance of policies and procedures, agreements, disclosures, etc. that are necessary for serving ERISA-covered plan participants.
• Advising on record-keeping and reporting requirements.
• Advising clients on advertising and marketing materials, particularly focused on the Marketing Rule (compliance date November 4, 2022).
• Advising on custody requirements, trading obligations (e.g., best execution, trade allocation, and principal and agency cross trades), soft dollar commissions and commission recapture, and other trading and execution obligations.
• Preparing codes of ethics and compliance procedures and developing compliance systems and related supervisory programs.
• Assisting with employee training programs and seminars.
• Facilitating ongoing compliance with the Investment Advisers Act of 1940 and similar state laws.
• Assisting clients’ implementation and adherence to industry best practice standards.
• Formation of private funds and preparation of offering memorandums, fund agreements and subscription agreements.
• Form D and related state compliance and filings for private offerings.
• Analyzing registration exemptions as CPO (commodity pool operator) under the Commodity Futures Trading Commission (CFTC).
• Structuring and negotiating strategic transactions involving investment advisers, broker-dealers and their representatives, including mergers and acquisitions, joint ventures and other contractual relationships, succession and transition planning, and guidance regarding relevant regulatory considerations.

Broker/Dealers

Fredrikson advises brokers with regard to a broad range of regulatory and compliance issues, including:

• Analyzing exclusions and exemptions from registration
• Representing clients with respect to private placement, merger & acquisition, and other transactional matters
• Facilitating SEC, Financial Industry Regulatory Authority (FINRA) and state registrations
• Providing advice with respect to FINRA rules and regulations and ongoing compliance with regulatory requirements
• Preparing written supervisory policies and procedures
• Providing guidance on books and records requirements and record retention obligations
• Representing clients in SEC and FINRA examinations and enforcement investigations and proceedings
• Preparing and negotiating selling agreements, including dealer-management agreements and soliciting dealer agreements
• Structuring and negotiating strategic transactions involving investment advisers, broker-dealers and their representatives, including mergers and acquisitions, joint ventures and other contractual relationships, succession and transition planning, and guidance regarding relevant regulatory considerations

Litigation & Arbitration

Fredrikson represents investment advisors, broker-dealers, financial planners and investment companies in state and federal courts, arbitration matters, and regulatory proceedings around the country. Our expertise includes:

• Regulatory enforcement proceedings (SEC, FINRA, DOL, etc.)
• Broker-dealer litigation/arbitration
• Securities/financial industry employment litigation, including trade secret, non-compete/non-solicitation and raiding cases
• Breakaway broker cases involving strategy and/or litigation around the broker protocol
• Closely held companies, representing minority and majority owner groups
• Director and officer liability
• Multi-party and class actions
• Publicly traded companies
• Securities fraud lawsuits
• Shareholder/corporate control disputes
• Securities fraud/broker-dealer litigation

Institutional Investors

We have experience representing investors—including family offices, pension funds, endowments, and high-net-worth individuals—in various matters, including:

• Negotiating, analyzing and structuring alternative investments, including REITs
• Conducting due diligence evaluations of REIT and other alternative investment platforms
• Negotiating secondary sales of alternative investments
• Review of fund offering documents, including advice on market terms
• Assistance completing subscription agreements for investments in private equity and hedge funds
• Retention of third party advisers, including preparation, review and negotiation of investment advisory agreements and sub-advisory agreements

We understand the increasing demands placed on many investors to properly evaluate various investment structures and terms, to receive transparent and timely reporting, to analyze and evaluate conflicts of interest that are inherent in most fund platforms, and to understand liquidity provisions. We provide counsel to help investors mitigate or otherwise manage structural risks and to preserve investor rights when unexpected events occur.

Main Contacts

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