Today’s global financial markets are changing rapidly, fueled by an increasing reliance on technology and a convergence of financial institutions and the products and services they sell. Sutherland conducts a comprehensive, nationally recognized financial services practice offering decades of experience across complex financial markets. This experience, coupled with the firm’s philosophy of handling cases with a small number of lawyers and emphasizing responsiveness and accessibility, enables the firm to provide creative and effective legal solutions to its financial services clients.
Sutherland lawyers have extensive experience in the design and development of all types of insurance products, and are actively involved in advising clients with respect to the creation and marketing of innovative products to assure that our clients’ goals regarding desired state regulatory, tax and securities treatment are achieved. Our capabilities in this area are truly unique: our role varies from a “special counsel”-type advisory arrangement to that of a full service project manager, and we can advise and consult with respect to all state regulatory, SEC, FINRA, tax, and ERISA issues and related areas such as electronic commerce and protection of intellectual property. Our expertise extends to virtually every type of life insurance and annuity product: variable annuity contracts and annuity contracts with equity index and market value adjustment features; universal life and other interest-sensitive products; GICs and funding arrangements; offshore products issued by U.S. or foreign insurance companies; group term life plans; and privately placed corporate and high net worth insurance products.
Investment Companies and Investment Advisers
The firm’s mutual fund group has extensive experience with all legal matters involved with the formation, registration, operation, distribution, and restructuring of mutual funds registered under the Investment Company Act of 1940 and unregistered pooled investment vehicles. We provide the full range of legal services necessary to launch new funds, including the preparation of all necessary corporate, SEC and state securities filings, the organization and documentation of Board activity, and the preparation of compliance manuals and procedures and the design of comprehensive compliance programs, including compliance audits. The firm also regularly represents investment advisers on legal matters relating to their status, formation, registration and operation.
A fundamental component of Sutherland’s financial services practice is its nationally-recognized tax practice. For more than 40 years, the firm has focused on matters affecting the taxation of the insurance industry and insurance products. Our lawyers are actively involved in the review and development of all types of insurance products and are at the leading edge of practice relative to the tax and related business issues associated with new insurance products and their marketing. The firm also provides advice on a wide variety of issues involving insurance companies, including day-to-day operations and proposed acquisitions and reorganizations, as well as on all aspects of the taxation of other business entities and financial products.
Mergers and Acquisitions
In tandem with ongoing restructuring and consolidation in the insurance and money management industries, our group has developed a specialty in mergers and acquisitions of money managers, insurance companies, and large blocks of insurance business. Our combination of expertise in mergers and acquisitions, investment company, insurance company and broker-dealer regulation, corporate tax, registered investment company tax and insurance company tax, employee benefits and executive compensation make us uniquely well suited to represent a buyer or seller in any money manager or insurance company transaction.
Distribution of Financial Products and Services
Sutherland provides comprehensive solution-based legal services not only to investment product manufacturers, but to broker-dealer and investment adviser distributors of products and services as well. Our clients span the full spectrum of distribution channels, and we focus on providing comprehensive and seamless legal solutions to distributors facing a complex interplay of federal and state banking, securities and insurance laws. We regularly advise clients involved in complex distribution arrangements, including joint ventures between insurance companies and other financial institutions.
Specialty Investment Companies
As an integral part of our extensive financial products expertise, we represent hedge funds and private equity funds, small business investment companies, and closed-end funds whose shares are traded on national securities exchanges, including funds that have elected to be regulated as business development companies (BDCs) under the Investment Company Act. Our specialty financial products practice includes a broad-based expertise in the area of state college tuition plan under, “Section 529 Plans.” We are thoroughly familiar with the legal provisions and SEC interpretations concerning private investment funds, and our services include recommending the appropriate form of organization and the preparation of compliance procedures designed as road maps to avoid becoming ensnared in investment company regulation.
Securities Litigation and Enforcement
Sutherland regularly represents clients confronted with investigations and disciplinary proceedings brought by the SEC, state securities commissions, and the FINRA and other self-regulatory organizations (SROs). Our experience includes high-profile cases, as well as “routine” regulatory matters. Our litigators also regularly represent clients in arbitration and litigation proceedings before a variety of forums, including SROs and federal and state courts. We also have extensive experience defending class actions in federal and state courts around the country. Our class action experience for financial service clients includes cases involving securities fraud, RICO, accounting malpractice, ERISA, antitrust violations and consumer actions. We are also experienced in mediation and other forms of Alternative Dispute Resolution involving innovative approaches.
As part of our financial services practice, we represent both domestic and international insurance companies and financial services institutions. Our practice covers both regulatory and transactional work and we are well versed in the particular issues affecting foreign-owned financial institutions. We regularly advise on the establishment of captives including insurance companies for corporations and associations. Additionally, our diverse tax practice enables us to assist clients with issues relating to cross border tax matters.
Financial services providers are developing increasingly sophisticated technology platforms for marketing products and servicing clients. Sutherland combines the expertise from both its financial services practice and its technology practice to provide clients with “customer side” outsourcing, systems integration and information technology/business process support. Our experience extends to participation in the RFP and service provider qualification and down-selection process. Our services include advice across a broad range of matters attendant with domestic and offshore outsourcing, systems integration and licensing arrangements.
Financial services companies today invest enormous resources in developing and marketing innovative new financial products and services. Sutherland’s intellectual property (IP) lawyers place a particular emphasis on ensuring that its clients’ investments in intellectual property are protected by providing services such as trademark clearance and copyright counseling, trademark registration, licensing, evaluation of advertising copy, business methods patent registration, and enforcement of trademark, domain name, copyright, patent and trade secret rights.
© 2013 Sutherland Asbill & Brennan LLP