Sutherland conducts its investment management practice as part of its comprehensive, nationally recognized financial services practice, offering highly developed experience across the financial marketplace.
From institutional money management to investment vehicles for individual investors, Sutherland counsels clients in every aspect of the investment management business.
Design and Organization of Investment Vehicles and Their Sponsors
Sutherland attorneys help clients design and organize mutual funds, hedge funds, business development companies (BDCs), 529 plans, pension plans, and separate accounts. We also counsel sponsors and service providers for these entities, including investment advisers, broker-dealers, plan administrators and transfer agents.
Sutherland provides clients with the “big picture” guidance needed to determine the structure and type of vehicle best-suited to the products or services they offer and the distribution channels on which they rely, as well as assistance with organization details such as documentation, registration, regulatory approvals, and drafting and negotiating agreements.
Counseling on Securities Law, Tax Law and Other Matters
Sutherland provides advice and guidance with respect to all federal and state securities, commodities, tax, and employee benefits laws and regulations, as well as corporate, trust, partnership, contract and intellectual property law matters related to clients’ businesses. We also advise offshore clients regarding the applicability of domestic laws and regulations.
Sutherland advises mutual funds and mutual fund boards, hedge funds, BDCs, 529 plans, pension plans, and separate accounts in matters ranging from portfolio investments to negotiations with regulators and counterparties. Likewise, we help investment advisers, broker-dealers, transfer agents, and plan administrators overcome the challenges of regulatory compliance in an environment fraught with continuous and dramatic change.
Counseling Boards of Directors
Sutherland serves as independent counsel to the independent directors or trustees of several mutual fund and BDC groups. In this capacity, we regularly provide guidance about a variety of issues confronting directors or trustees.
Disclosure Documents and Regulatory Filings
Some of the most visible aspects of our work for investment management clients are the disclosure documents and regulatory filings we prepare or help them prepare. These include prospectuses, private placement memoranda, summary plan descriptions, annual reports and proxy materials.
Defense of Regulatory Inquiries, Investigations and Enforcement Actions
Sutherland regularly represents clients confronted with investigations, enforcement actions and disciplinary proceedings brought by the Securities and Exchange Commission (SEC), state attorneys general, and state securities commissions, as well as the Financial Industry Regulatory Authority (FINRA) and other self-regulatory organizations (SROs). We have represented clients in regulatory and controversy matters involving:
- Failure to disclose.
- Mutual fund switching and late trading.
- Soft dollars and directed brokerage.
- Sales practice abuses.
- Insider trading, market manipulation and penny stock cases.
- Breaches of fiduciary duty.
- Unregistered securities.
- Financial fraud.
- “Fraud on the market” class actions, “mass actions” and Racketeer Influenced and Corrupt Organizations (RICO) Act claims.
Organization and Regulation of Distribution Systems
Sutherland has one of the nation’s largest distribution practices. Our investment management clients use the full spectrum of distribution channels and arrangements, including those that involve investment advisers, broker-dealers, banks, thrift institutions, trust companies, insurance companies, financial planners, transfer agents and plan administrators.
We regularly advise clients involved in multi-faceted distribution arrangements, such as joint ventures between mutual fund distributors, broker-dealers and other types of financial institutions and intermediaries.
Design, Production and Evaluation (Audit) of Compliance Systems
We have developed compliance policies and procedures and written supervisory procedures for mutual funds, BDCs, hedge funds, pension plans, separate accounts, investment advisers, broker-dealers, plan administrators and transfer agents. Our attorneys also regularly assist investment management clients with the following:
- Designing compliance systems and compliance department functions.
- Drafting and updating written compliance (and supervisory) policies and procedures.
- Auditing operational compliance systems and functions.
- Providing “emergency response” teams to remedy serious compliance deficiencies uncovered during regulatory exams, inquiries and investigations.
- Responding to regulatory inquiries.
- Conducting internal investigations.
Mergers and Acquisitions
During the past two decades, Sutherland has participated in the restructuring and consolidation of the investment management industry by assisting with mergers and acquisitions involving mutual funds, BDCs, separate accounts, investment advisers, broker-dealers, plan administrators and transfer agents.
Sutherland’s Long History Dealing With Federal and State Regulators
Sutherland has a long history working with federal and state regulators. In addition, many of our attorneys have previously worked for the SEC or FINRA, which gives us insight into these agencies and helps us better serve our clients.
We maintain close contact with the following:
- Commodity Futures Trading Commission (CFTC)
- FINRA
- Industry associations
- Internal Revenue Service (IRS)
- SEC
- State securities, tax and insurance regulators
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© 2010 Sutherland Asbill & Brennan LLP