Investment Management

Stinson attorneys counsel investment adviser and broker-dealer clients on a variety of complex issues. Because we understand the key regulatory, financial, business and other legal issues in this area, we are consistently able to provide creative solutions for our clients.

We handle formations, transactions, registration, compliance, ERISA, tax, employment, arbitration, examinations, deficiencies, audits, custody, reporting, litigation and regulatory enforcement matters. We also have significant experience representing clients in the acquisition and sale of investment adviser and broker-dealer companies and assets, and advising clients through the delicate client assignment, adviser compensation and retention issues that are often necessary to make such transactions successful.

We also advise family offices, private equity funds, hedge funds, venture capital funds, chief compliance officers, investment companies, registered representatives, funds of funds, finders and similar persons and entities on formations, transactions, operations, governance, registration, compliance and related matters.

Investment Advisers

We provide complete legal services to investment advisers and representatives including:

• Formation and operation
• SEC and state registration, reporting and compliance matters
• Negotiation and drafting of investment advisory agreements, subadvisor agreements, client disclosure documents, wrap-fee programs and fee arrangements, including with affiliates
• Sales, acquisitions and other transactions involving investment advisory businesses, and other general corporate matters
• Preparation and updating of Forms ADV, U-4, and other filings
• Preparation and updating of compliance manuals and procedures
• Advice on advertisements, marketing materials, performance reporting and presentations
• Implications of managing ERISA plan assets, including fiduciary duties
• Preparing for and assisting with responses to regulatory investigations and examinations
• Assistance with custody, political contributions, trading practices, fiduciary duties, and other compliance issues
• Winding up and dissolution
• Arbitration, litigation and enforcement actions by SEC and state securities administrators
• Dual-hatting issues with affiliated broker-dealer or dual registrants

Broker Dealers

We provide complete legal services to registered broker-dealer firms and representatives including:

• Federal and state registration, reporting and compliance matters, including Form BD and FINRA membership
• Formation and operation
• Sales and acquisitions of broker-dealer business and other general corporate matters
• Compliance advice on SEC and FINRA rules, and state compliance
• Regulatory and compliance matters
• Preparation and updating of written procedures
• Preparing for and assisting with responses to regulatory investigations and examinations
• Assistance with commission, payment, supervision, custody, disclosure, front-running, and other compliance issues
• Underwriters' counsel
• Placement agent counsel
• Retirement transition agreements and the Protocol for Broker Recruiting
• Arbitration, litigation and enforcement actions by FINRA, SEC and state securities administrators
• Dual-hatting issues with affiliated investment adviser or dual registrants