Securities Law & Corporate Counsel Blog

Once you have made the decision to pursue an M&A transaction, the next phase of the process is designed to accelerate progress toward a deal or abandon it altogether.

Among the most notable workplace trends in recent years has been the growing number of financial advisors seeking to break away and transition their careers. To many, the allure of joining a registered investment advisory (RIA) firm or launching a new RIA is the desire for greater independence and increased compensation.

The absence of simple disclosure in a licensing agreement about an Auto Hold feature for a volatility index managed by S&P Dow Jones Indices (S&P DJI) prompted the U.S. Securities and Exchange Commission (SEC) to take action, further establishing a framework for index providers.

Investment advisors are familiar with the need to have difficult conversations with clients. Any number of anticipated or unforeseen situations, such as the loss of a job or a serious family illness, can prompt the need to revisit a client’s investment plan and tailor their asset allocation plan to deal with significant life changes.

Much in the same way clients depend on your proven expertise to help meet their investment goals, advisors should seek and rely on the value that only specialized legal counsel can provide when mulling the transition to a new firm or the start of a new business.

When it comes to disclosure, it’s important to have more than one set of eyes review everything from marketing materials to Forms ADV to make certain all required language is included and nothing is overlooked. A recent regulatory filing underscores how a lack of disclosure and not having sufficient written policies and procedures in place to prevent such lapses can create unnecessary conflicts of interest, regardless of adviser intent.

Investment advisers should promptly review language used in mandated pre-dispute arbitration agreements in response to Regulatory Notice 21-16 recently issued by the Financial Industry Regulatory Authority (FINRA). The Notice serves as a cautionary yellow light for firms that may be inclined to limit investor protections by improperly including adviser-friendly terms that ignore specific FINRA disclosure requirements.

Professionals who work with “Plans”, as defined under the Employment Retirement Income Security Act of 1974 (ERISA), and for those that recommend certain investments to individual retirement accounts (“IRA”), such individuals must be mindful to update their firm’s policies and procedures now that the U.S. Department of Labor (DOL) is proceeding with the adoption of a fiduciary exemption that can impose restrictions upon and prevent fiduciaries from engaging in certain activities.