Securities Industry Compliance
Our attorneys have significant experience in securities regulation and compliance for securities industry participants (such as broker-dealers and investment advisers), including evaluating exemptions from registration, organization of broker-dealer and investment adviser entities, preparation and filing of state and federal broker-dealer and investment adviser registrations, preparation of compliance protocols (such as written supervisory procedures, policies on outside business interests, insider trading policies, anti-money laundering policies, etc.), purchase and sale of registered broker-dealers and investment advisers, and advising on day-to-day compliance issues.
In the private equity arena, we represent both issuers and investors in private placement transactions. We are experienced with venture capital and private equity transactions. For issuers, we work with the client to gain a thorough understanding of the client’s industry and particular business and the potential risks to the investors.
For private equity funds, we work with the client in developing the capital structure of the fund, addressing the ERISA and US Department of Labor regulatory issues arising from investments of qualified funds, planning for portfolio company investment, co-investment and follow-on investment issues, and advising concerning compliance with exemptions from investment company registration under the Investment Company Act of 1940 and from investment adviser registration under the Investment Advisers Act of 1940 and applicable state securities laws.
In each case, we work with issuers in preparing a detailed private placement memorandum (complying with the disclosure document content requirements specified in the SEC’s Regulation D) and other offering-related documents (such as an Accredited Investor Questionnaire, Subscription Agreement and Offering Proceeds Escrow Agreement). In the process, we help the client navigate the maze of federal and state securities rules and regulations, including recent amendments permitting public advertising of private placements in particular circumstances.
For issuers whose business includes buying, selling and/or holding securities, we advise the client concerning compliance with the federal Investment Company Act of 1940 (including evaluating the availability of exemptions from registration), the federal Investment Advisers Act of 1940 and state securities laws regulating those whose activities may fall within the definition of an “investment adviser”.
For investors, we will assist the client in reviewing the offering documents for the proposed investment, evaluating the issuer’s compliance with applicable legal requirements and negotiating the subscription agreement and other contractual obligations relating to the investment.