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 highly developed proficiency across this complex financial marketplace. This, 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 their 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 SEC, FINRA, tax and ERISA issues, as well as related areas such as electronic commerce and protection of intellectual property. Our practice extends to virtually every type of life insurance, annuity, and property and casualty 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; group term life plans; privately placed corporate and high-net-worth insurance products; and insurance/derivative-based 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 35 years, the firm has focused on matters affecting the taxation of the insurance industry and insurance products. Today, our lawyers are actively involved in the review and development of all types of financial products and are at the leading edge of practice relative to tax issues and related business issues associated with new financial 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 pooled investment vehicles and financial services organizations.
Mergers and Acquisitions
In tandem with ongoing restructuring and consolidation in the insurance and money management industries, our group has developed significant experience in mergers and acquisitions involving money managers, insurance companies and large blocks of insurance businesses. Our work in mergers and acquisitions; investment company, insurance company and broker-dealer regulation; corporate tax; registered investment company tax and insurance company tax; and employee benefits and executive compensation makes 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 legal services to distributors of financial products and services, as well as to investment product manufacturers. Our clients span the full spectrum of distribution channels, and we provide comprehensive and seamless legal solutions to distributors facing a complex interplay of federal and state banking, securities and insurance laws, including new anti-money laundering and privacy laws that impact all financial institutions. We regularly advise clients involved in multifaceted distribution arrangements, including joint ventures between insurance companies and other financial institutions. Our attorneys are experienced with all types of securities and can navigate through all the regulatory requirements imposed on companies that trade and distribute these instruments.
As an integral part of our extensive financial products practice, 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 financial products practice includes broad-based knowledge of the state college tuition plans known as 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 preparing 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 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.
Banking and Financial Institutions
Sutherland lawyers have extensive experience in corporate and regulatory matters involving banks, thrifts, credit unions and related companies. We help clients charter, acquire and restructure these institutions and their holding companies. Our M&A experience includes not only depository institutions but also insurance agencies, title companies, investment advisers and mortgage companies. We assist banking institutions in offerings of equity, debt and hybrid securities and in matters involving corporate governance. With in-depth knowledge both of the complex fabric of state and federal banking regulations and of industry practices, Sutherland counsels banks, thrifts and their holding companies on compliance issues affecting their day-to-day operations, new product offerings, consumer disclosures and reporting to regulators. We also assist clients in responding to regulatory inquiries and enforcement actions. Our lawyers are well versed in legal matters affecting the latest innovations in the banking industry, including payment systems and products and Internet banking; sale of securities, insurance and other investment products to bank customers; and the regulation of cross-border activities and foreign financial institutions operating in the U.S.
As part of our financial services practice, we represent international insurance companies, offshore funds and other 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.
Technology and Electronic Commerce
Financial services providers are developing increasingly sophisticated technology platforms for marketing products and servicing clients. Sutherland combines its financial services practice and its technology practice to provide clients with comprehensive solutions addressing a range of securities, insurance, privacy, e-signature and other legal challenges.
Financial services companies today invest enormous resources in developing and marketing innovative new financial products and services. Sutherland's intellectual property lawyers ensure that these 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