Parker MacIntyre is a law firm that represents some of the best-known brokerage firms and investment advisers in the country. Our experienced securities attorneys handle legal matters related to securities, securities regulation, broker-dealer regulation, investment adviser regulation, litigation and arbitration. Many of our attorneys developed skills and specialized knowledge while serving as regulatory counsel and regulators. Others served as compliance officers for national broker dealers and investment advisers to private funds. As a result, our BD and RIA compliance lawyers know the financial services industry from two perspectives: that of the regulator and of the regulated firm. This kind of understanding that only comes from experience is invaluable to us as we advise our clients.
Parker MacIntyre advises start-up and existing investment advisers, including those who must register with the Securities and Exchange Commission (SEC) or with a state regulatory agency. Industry rules often shift, necessitating a comprehensive and up-to-date understanding of federal and state laws and regulations. Our firm can assist with everything from choosing a business structure to developing governing documents, or from constructing a framework compliant with securities laws and regulations to defending against enforcement actions. The SEC regulates investment advisers, mostly through the Investment Advisers Act of 1940 and rules adopted under that law. There are many requirements, but one requirement is that a firm or person that meets the definition of an investment adviser under the Act must register with the SEC unless it is exempt or prohibited from registration. Almost all states have similar requirements under state securities laws, and in addition, require individuals providing investment advice to register. In addition to requirements for advisory firms, both the SEC and the states impose requirements on individual advisers who work for advisory firms. Among those requirements is a broad prohibition against fraudulent conduct, often broadly defined to include not only intentional fraud but also negligent conduct. Some activities are further regulated by the adoption of regulations that must be scrupulously followed.
Our RIA compliance lawyers prosecute and defend legal actions on behalf of individuals and firms that participate in the financial services industry. These cases have often included noncompetition or raiding cases, arbitration proceedings involving customers of RIAs or broker-dealers, promissory note cases, breaches of purchase and sales agreements, breaches of employment contracts and many other disputes that arise in the RIA and securities contexts. The type of case will usually determine which laws and regulations apply. For example, FINRA prohibits recommending to a customer the sale or purchase of a security that is unsuitable, given the customer’s age, investment objectives, financial situation and investment experience. Customers often allege that an investment in one kind of security is unsuitable, or the frequency or amount of these transactions was excessive and thereby unsuitable for a particular customer. Other common customer arbitrations are those involving allegations of churning, unauthorized trading, self-dealing and breach of fiduciary duty. In another context, litigation often arises regarding breaches of contracts between a regulated firm and its former employees or advisers. These cases often require interpretation of complicated agreements or laws and regulations that specifically relate to the legal relationship between the firm and its employees or advisers, such as noncompetition laws, private industry protocols, common law rules and industry rules relating to client choice, among others.
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.
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.
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.
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.
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.
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.