RIA Compliance Lawyer

Financial Professional Employment Law and Regulation

Our RIA compliance attorneys represent firms and individuals with regard to their employment contracts, as well as any disputes that arise due to a strain in an employment relationship. Often, investment adviser representatives and registered representatives have unique relationships with their employers or their independent contracting firms. There are complex rules covering employment agreement terms. It is important to be represented by someone who knows and understands the legal ramifications of industry terms, regulations and metrics.

Hedge Fund Formation, Regulation and Compliance

Parker MacIntyre provides advice to entrepreneurial or “emerging” investment managers in connection with the structuring, formation and operation of private investment funds or “hedge funds.” A hedge fund is a professionally-managed pooled investment vehicle open only to a select group of high-net-worth individual investors or institutional investors. While often incorrectly characterized as being “unregulated,” hedge funds are actually subject to numerous laws and regulations. Indeed, the goal of a hedge fund attorney is to properly structure a fund so as to be exempt from these various laws and regulations. This generally entails forming a fund that is not only exempt from registration under federal and state securities laws (i.e., a private placement) but also exempt from mutual fund regulation under the Investment Company Act. Fund managers may also need to register as investment advisers with the SEC or one or more states depending on the fund’s total assets as well as where, geographically, the fund manager’s business office is located. We at Parker MacIntyre will work with the fund manager to design a fund structure that takes advantage of all available exemptions, thereby decreasing applicable regulation as much as possible. We will also work closely with the fund manager to customize the terms and conditions of a new fund to suit the manager’s—or its client’s—needs. This may entail creating an offshore fund or a “master-feeder” structure. The culmination of a fund formation project will entail delivery by Parker MacIntyre of all necessary fund documentation required for the manager to begin raising capital.

Broker-Dealer Formation, Regulation and Compliance

Parker MacIntyre also counsels numerous brokerage industry players, including broker-dealer firms and the individuals who own or work for these firms (Principals and Registered Representatives, respectively). The brokerage industry is regulated by the SEC and the various state securities commissions; however, primary regulatory oversight has been delegated by the SEC to a self-regulatory organization known as the Financial Industry Regulatory Authority (FINRA). Broker-dealers, Principals and Registered Representatives must all become registered with the SEC as well as each state in which they conduct business. For individuals, the registration process involves taking various subject matter exams corresponding to the types of business in which the individual engages. For broker-dealers—i.e., firms effecting securities transactions—the added requirement of becoming a FINRA Member comes into play. This FINRA membership application can be both complicated and time-consuming as applicants must file numerous materials and will likely be interviewed by FINRA regulators. Once registered, extensive compliance obligations kick-in, ranging from financial reporting and recordkeeping to sales and marketing supervision. Indeed, all members will be subject to periodic examination by FINRA, at which time all of a firm’s activities will be scrutinized. In this heavily regulated environment, our compliance attorneys are especially well-suited to represent broker-dealers and their registered representatives in connection with numerous matters, such as initial registration and membership application, ongoing compliance support as well as defense in the event of an enforcement action or client arbitration.

Corporate Law

Many businesses incorporate so that they can obtain a shield from liability. However, there are circumstances in which the corporate veil can be pierced, and the corporation’s owner can be held liable. The owner of a corporation may be personally liable if he or she treats the corporation simply as an extension of his or her personal affairs instead of a separate legal entity or guarantees loans or other business debts, or if the corporation commits an intentionally fraudulent or illegal act that causes harm to the company or personally and directly injures somebody. Parker MacIntyre offers advice on corporate law issues that often affect business owners and officers, such as selecting the right entity form, the kinds of processes to adopt to govern corporate and management’s affairs, and shareholders’ or members’ rights and obligations. Key considerations include tax implications; the need for flexibility to add other owners, officers, and lines of business; state-specific regulations regarding corporate governance; and protections against liability. We work cooperatively with tax advisers selected by our clients.

Expert Witness and Consulting Services

Sometimes securities litigation is very complex, and an expert is needed to testify. One of our named partners, Daniel MacIntyre, provides services as an expert witness and consultant in a range of securities law areas. Mr. MacIntyre can testify about technical matters in securities litigation, arbitration and mediation, and he can consult with attorneys handling potential securities law issues in connection with disputes, negotiations or other transactions. He also advises professionals and securities industry firms in regulatory and compliance matters and represents witnesses and targets in proceedings and investigations before the SEC, FINRA and the Securities Commissions of Georgia and other states.

Consult a Skillful RIA Compliance Attorney

The financial services industry has faced sweeping change over the last several years. Dodd-Frank and various regulations have made compliance with securities laws and regulations more challenging. If you are participating in the financial services industry as a company or individual, you will be confronted by the complicated mandates of overlapping and cumulative laws. It is crucial to seek out dedicated and comprehensive legal advice and representation to avoid running into obstacles in this legal landscape. Contact Parker MacIntyre at (855) 322-2057 or via our online form to discuss your needs.