In the wake of the recent credit crisis, regulators and Congress are accelerating their efforts to address the governmental oversight of U.S. financial markets. The convergence of domestic and foreign markets, the increasingly important role of large, relatively unregulated investment pools and the development of derivative products that blur the lines between banking, insurance, securities and commodity products have raised legitimate concerns. The near failure of Bear Stearns combined with lingering adverse economic conditions have increased the likelihood of action by Congress as it questions whether our existing regulatory regime can adequately maintain the competitiveness and integrity of our financial system and provide appropriate protection to investors and consumers.
To help our clients respond to this ever-changing marketplace and evolving regulatory landscape, we have formed a Regulatory Reform Task Force that is made up of a diverse group of attorneys with experience in banking, securities, insurance, energy regulation and enforcement. The Task Force will expand on our various practice groups’ monitoring efforts to track current and future proposals to reform regulation of the financial sector of the U.S. economy and identify their potential impact on a more integrated basis.
Below are brief descriptions of each of the practice areas associated with the members of Sutherland’s Regulatory Reform Task Force.
Broker-Dealer and Investment Adviser
Sutherland has one of the most dynamic and experienced broker-dealer/investment adviser practice groups in the country. Our clients include wirehouse firms, regional brokerage firms, independent firms, bank- and insurance-affiliated firms, institutional and retail investment advisers, and financial planners. Our services span the full spectrum of legal, business and compliance issues ranging from regulatory requirements, to business transactions and arrangements, to litigation and arbitration. On the broker-dealer side, we regularly assist with: new membership applications to Financial Industry Regulatory Authority (FINRA), and applications for business expansions; compliance and risk management audits and other required or prudential internal reviews; day-to-day compliance issues (including Anti-Money Laundering, privacy, registration, and compensation); disciplinary proceedings, arbitration and litigation. On the investment adviser side, our practice regularly includes: investment adviser registration, exemption, and status issues; investment company regulation preparation and review of compliance manuals; risk management audits; and assistance with financial planning, wrap fee and managed account services provided in the retail market.
For more than 20 years, Sutherland has played an active role in the development of the over-the-counter (OTC) derivatives markets, which has paralleled the evolution of the futures markets to encompass financial and energy products. The Sutherland Derivatives Group represents industrial corporations, insurance companies, energy concerns, hedge funds, mutual funds, pension plans and other nonprofit entities in evaluating and negotiating critical master agreements and related transaction documents. The practice draws upon our experience in tax, energy, securities and banking, in addition to its core knowledge in OTC and exchange-traded derivatives.
Core services of this group include: the analysis and negotiation of derivatives documentation (e.g., International Swaps and Derivatives Association, Inc. (ISDA) Master Agreements, credit support documentation and cross-product and cross-affiliate master netting agreements); advice with respect to the tax and disclosure implications of derivative transactions; regulatory counseling with respect to futures trading; Commodity Futures Trading Commission (CFTC), Securities and Exchange Commission (SEC), insurance and banking compliance training and counseling with respect to futures, derivatives and cash market transactions; representing clients before the CFTC, SEC and the Federal Energy Regulatory Commission (FERC) in regulatory investigations; evaluating and developing internal guidelines and controls for clients’ derivatives activities and reviewing risk management policies; representing clients in disputes involving derivatives against other market participants in mediation, court and arbitrations; and bankruptcy litigation involving the analysis and valuation of terminated derivative transactions.
Sutherland has one of the leading insurance practices in the United States. Our practice runs the gamut of legal and compliance areas affecting the insurance industry at both the federal and state levels, as well as legal and compliance issues related to offshore operations. Areas in which we regularly assist our clients include: company formations, corporate governance, mergers and acquisitions, reinsurance, finance and structured finance transactions, product development and approvals, product advertising and sales practices, insurance company and product tax, and real estate and alternative investments. We also represent clients in regulatory investigations and examinations, in nationwide class action litigation and in arbitrations. We represent our clients before state insurance departments, the U.S. Department of the Treasury and the Internal Revenue Service (IRS), the SEC, FINRA, state securities regulators and the U.S. Department of Justice (DOJ).
Our banking attorneys have in-depth knowledge of the complex fabric of state and federal regulations, as well as industry practices, that affect our clients’ operations. We are well-versed in regulatory matters affecting the latest innovations in the banking industry and are experienced in merger and acquisition transactions. We regularly coordinate with other practice groups to serve the needs of our banking clients in other areas, including securities laws, securitizations, derivative products and the regulation of investment advisers, broker-dealers and investment companies.
Sutherland represents broker-dealers, insurance companies, investment advisers, investment companies, other financial service providers, public companies, and individuals confronted with examinations, investigations, and disciplinary or administrative proceedings brought by the SEC, CFTC, federal or state prosecutors and self-regulatory organizations. Our team includes former senior attorneys of the SEC, FINRA and the DOJ. We provide a full range of services, from advice and support during compliance and regulatory examinations, to internal investigations, to defense and guidance during civil and/or criminal investigations and to vigorous litigation in self-regulatory, administrative, civil, and criminal enforcement proceedings, trial and, if necessary, appeals.
Subprime Lending and Structured Finance
Addressing the regulatory, litigation and restructuring issues arising from the credit crisis spreading across world markets involves a diverse set of legal disciplines. Subprime lending and structured finance issues can be exceedingly complex. Central to the ability to deal with controversies involving subprime instruments and structured products is a thorough understanding of the mechanics of the products, the accounting for and valuation of these products, and the myriad ways these products find their way into the marketplace. At Sutherland, our transaction attorneys have been intimately involved in the creation of derivative instruments and their use as financing vehicles as well as the securitization and collateralization of credit instruments. Our professional liability and regulatory attorneys have been involved in assisting clients in resolving both professional liability and regulatory issues as markets have become more volatile and accounting rules have changed how companies value such instruments. The end result of the volatility and change, all too often, has been litigation involving disparate claims reaching all aspects of the creation, valuation, disclosure and distribution of such products. Sutherland possesses the variety of skills and knowledge to cost-effectively address the issues.
Sutherland represents clients through our energy and environmental practice in every major sector of the energy industry in sophisticated transactional, regulatory, finance, tax and litigation matters. Our clients are industrial end users and end-user groups; independent power producers and electric cooperatives; petroleum, power and natural gas marketers; domestic and multinational traders; hedge funds and financial institutions; refiners and crude oil producers; leading companies in the nuclear energy business; and energy lenders. More than 65 of our attorneys regularly serve the legal needs of Sutherland’s energy industry clients in domestic and international business transactions and litigation.
To learn more about our Regulatory Reform Task Force, please visit Sutherland’s Regulatory Reform Task Force Resource Center
© 2013 Sutherland Asbill & Brennan LLP