Investment Management Regulation
Managing regulatory issues and responding to rapidly evolving legal environments in the world's major financial markets is critical to our clients' success.
Accordingly, we advise our clients on the full spectrum of regulatory issues, including:
- United States—Securities Act, the Investment Company Act, the Investment Advisers Act and the Commodities Exchange Act, among other regulatory regimes;
- United Kingdom—Financial Services and Markets Act 2000;
- Germany—Investment Act and Investment Tax Act; and
- Europe—Markets in Financial Instruments Directive, Markets Abuse Directive, Transparency Directive and Capital Requirements Directive.
We are able to advise clients on the process of becoming regulated or registered and documenting supporting documentation, and regulatory compliance procedures. We also keep our clients apprised of new SEC regulations, speeches and other communications that may affect the start-up or ongoing activities of registered funds.
We conduct comprehensive legal and regulatory reviews of investment management and advisory firms, reviewing all aspects of a client's business. These reviews are tailored to the specific needs of each client, in order to help them improve their procedures in the areas of insider trading, personal investments, inter-fund transfer and allocation practices, ethical wall procedures, and books and records requirements. Our compliance work also takes the form of due diligence reviews of investment management and advisory firms that are candidates for acquisition.
We work actively with various regulators around the world to reduce unnecessary regulation and generally streamline the regulatory process. We routinely submit comments on SEC, FCA and EU consultation and rule-making processes to promote simpler regulation of investment funds and their advisers. We also meet with various divisions of the staff or the SEC to discuss and develop new products and we provide both formal and informal comments with respect to proposed SEC regulations.
We assist clients with registration with the SEC as an investment adviser or an exempt reporting adviser. In the UK we assist clients with applications for authorization by the FCA, including as AIFMs.
Regulatory Compliance and Investigations
Compliance and awareness of impending regulatory changes are critical to our clients' success. Our lawyers advise on all relevant aspects of adviser regulation, including registration, advisory contract requirements, fee and expenses regulatory matters, antifraud requirements, fiduciary duty matters, disclosures, custody of client assets matters, recordkeeping requirements, rules concerning advertising and other communications, trading restrictions, soft dollar arrangements, and other related matters. Our lawyers are experienced in drafting, auditing and reforming compliance and supervisory policies and manuals.
We are well versed in regulatory issues and requirements globally and work in close collaboration across our offices to advise on cross-border and region-specific compliance matters. We have particular experience advising clients on the nuances of jurisdictional issues raised in cross-border activities.
Internal Audits and Supervisory Reviews
At the request of our clients, our lawyers audit and investigate their compliance with SEC and state regulations. Such audits and investigations help clients identify compliance with best practices in response to regulatory inquiries and investigations, customer complaints, or whistleblowers.
Our lawyers assist clients with responding to inquiries from, and investigations by, regulators by coordinating with the lawyers in our firm's litigation practice who have substantial experience in representing investment managers and advisers, and other service-provider clients.
We have advised advisers on their obligations and responsibilities associated with the establishment of Anti-Money Laundering (AML) programs as required by the USA PATRIOT Act and other rules. For our UK clients, we advise on the Proceeds of Crime Act and the Money Laundering Regulations. We have drafted AML manuals, conducted training seminars and have advised on matters and issues relating to compliance with reporting requirements applicable to investment advisers and other financial institutions.
Our lawyers have represented companies and individuals in money laundering investigations and asset forfeiture proceedings by the US Department of Justice, including those involving monetary transactions routed through banking institutions on multiple continents.
Operating in environments without the benefit of well-established rule of law presents unique challenges. As cross-border transactions multiply, our team is there to help clients establish their presence around the globe. We advise our transnational clients on the US Foreign Corrupt Practices Act of 1977 (FCPA) and have represented both foreign and domestic clients being investigated for multi-national transactions by the US Department of Justice and the SEC. We have helped many clients develop FCPA compliance programs. In the UK we advise on compliance with the Bribery Act 2010.