M. Jacko
Managing Partner and CEO

Michelle L. Jacko, Esq.

Managing Partner and CEO

Michelle L. Jacko, Esq. is the Managing Partner and CEO of Jacko Law Group, PC (“JLG”), which offers securities, corporate, real estate, and employment law counsel to broker-dealers, investment advisers, investment companies, hedge/private funds and financial industry professionals. In addition, Ms. Jacko is the Founder and CEO of Core Compliance & Legal Services, Inc., a compliance consultation firm.

Ms. Jacko specializes in investment adviser, broker-dealer, investment company and private fund regulatory compliance matters, internal control development, regulatory examinations, transition services, and operational risk management. Her consultation practice is focused on the areas of regulatory exams and formal inquiries, investment and merger and acquisition transactions, exit and succession planning, annual reviews, policies and procedures development, testing of compliance programs (including evaluation of internal controls and supervision), mock exams, senior client issues, cybersecurity, Regulation S-P, and much more.

Over the years and through a transformative market, Ms. Jacko has also developed service solutions throughout her practice, focusing on regulatory, compliance, commercial and corporate strategic solutions for the financial industry. Her practice focuses on formations and registration of broker-dealers, investment advisers and funds and platforms associated with each of these business models.  She focuses on transition and succession planning for companies, spearheading Jacko Law Group’s mergers and acquisitions practice area. She aligns her legal team to directly apply experienced legal acumen and business-savvy foresight to assist clients navigate and traverse the breakaway, formation, and growth plan for their corporation’s continued achievement, expansion, and upward trajectory.

Throughout this process, Ms. Jacko uses her 27 years of regulatory compliance experience to provide risk mitigation strategies to businesses.  She provides her clients with risk assessments, annual reviews and gap analysis, and serves as lead attorney for SEC and FINRA enforcement matters, regulatory formal inquiries, and regulatory examinations.  She has developed a practice that successfully helps our clients to be prepared for examinations through meticulous preparations, including mock interviews, compliance program document reviews, and counsel to members of senior management and interfacing with regulators throughout the process.   She frequently provides counsel on Chief Compliance Officer liability issues, assists advisors with regulatory reporting of disciplinary events and customer complaints, provides counsel on various representative onboarding and exit considerations and drafts complex agreements and client disclosure documents.

Utilizing an unparalleled service with a visionary strategy, Ms. Jacko’s counsel contributes to client success. She fosters trust amongst her team and has forged a path for JLG’s growing and multifaceted merger and acquisition practice, general corporate counsel services and regulatory compliance practice areas.

As a frequent presenter at national financial industry conferences, Ms. Jacko delivers insightful and thought-provoking workshops regarding industry hot topics and rising compliance issues. She is a frequent contributor to various industry journals and publications, including Barron’s Advisor, Charles Schwab, Investment Adviser Association’s IAA Today, National Society of Compliance Professionals’ CurrentsLawyer Monthly MagazineThomson Reuters, and more.  She also is a featured author in Modern Compliance, Vol. 1 and 2.

Ms. Jacko served as the former Vice-Chair of Education of the Corporations Committee for the State Bar of California Business Law Section and is a two-time Board member alumn of the National Society of Compliance Professionals. She is the Co-Founder and a member of the Southern California Compliance Group and also is a FINRA Arbitrator. Ms. Jacko is a member of Vistage International and actively participates in her community.

JLG and Ms. Jacko are proud to be members of the National Women Business Owners (NABWO) Corporation.

Throughout her career, Ms. Jacko has established herself as an influential leader, both locally and industry-wide. She has received numerous accolades and recognitions for her contributions, impact, and thought leadership. Since 2019, she has been selected as a finalist for San Diego Business Journal’s (SDBJ) CEO of the Year Award (2019-2022). She has also been selected for inclusion for the SDBJ’s 2022 Women of Influence 50 over 50, 2021 -2022 Women of Influence in Law SDBJ’s 2018-2022 Business Woman of the Year, 2020-2022 San Diego 500 Influential Business Leaders Award, 2020-2022 SD500, and prestigious 2020 Most Admired CEO Awards. Alongside the many awards from the SDBJ, Ms. Jacko  also was selected as a finalist for San Diego Magazine’s 2020–2021 Influential Women: Woman of the Year Award and was honored as a finalist for the 2019 NAWBO Bravo Awards - San Diego. International magazine CEO Today also selected Ms. Jacko as one of the 2019 and 2020 Business Women of the Year Awards. She also received Acquisition International magazine's Global Excellence Awards: Most Influential Woman in Securities Law 2019–2020 - San Diego, and locally was selected by San Diego Metro as one of the 12 Women of Influence in San Diego, CA.

Before starting both companies, Ms. Jacko previously served as Of Counsel at Shustak & Partners, PC. Prior to that, she was Vice President of Compliance and Branch Manager of the Home Office Supervision team at LPL Financial Services, Corporation (Linsco/Private Ledger). She also served as Legal Counsel of Investments and Chief Compliance Officer at First American Trust, FSB and held the position of Compliance Manager at Nicholas-Applegate Capital Management. In addition, Ms. Jacko was with PIM Financial Services, Inc., and Speiser, Krause, Madole & Mendelsohn, Jackson.

Ms. Jacko received her J.D. from St. Mary’s University School of Law and B.A., International Relations, from the University of San Diego. She is admitted to the State Bar of California and United States District Court, Southern District of California. Michelle holds NSCP’s Certified Securities Compliance Professional (CSCP) designation and is a member of the National Association of Women Lawyers (NAWL).

In addition to her many accomplishments, Ms. Jacko is also dedicated to giving back to her community and charitable organizations. Throughout the years she has dedicated her time and efforts to numerous organizations, including the Autism Tree Project, Wounded Warriors Project, the ASCPA, the San Diego Food Bank, School of the Madeleine and more. She also supports whenever she can the military community.  It is her dedication to her team, her practice and her community that has laid the foundation for JLG’s impact and continued growth and success.

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The Most Common Outcomes from an SEC Examination
Blog Investment Adviser Regulatory Counsel (SEC & State) Other Regulatory Examinations & Enforcement Counsel
February 3, 2022

Compliance officers and senior management tend to express relief once the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) ends its preliminary exit interview of their firm. Even if you’ve provided all requested documentation and answered all questions confidently, sometimes the most excruciating part of the exam process begins once SEC staff walks out your door.

It’s the waiting game.

Section 4E of the Securities Exchange Act of 1934 requires SEC staff to complete compliance examinations within 180 days from the latter occurrence of one of two specified events. Specifically, Section 4E (b)(1) provides that not later than 180 days after the date on which Commission staff completes the onsite portion of its compliance examination or receives all records requested from the entity being examined or inspected (whichever is later), SEC staff must provide the registrant with written notification indicating that the examination has concluded without findings, has concluded with findings, which may result in the staff requesting corrective actions by the registrant. It also is possible that the staff will refer the matter to the Division of Enforcement for further investigation.

Each of the possible written notification outcomes triggers an onset of new responsibilities.

The “No Findings” Letter

The best possible outcome is written confirmation that EXAMS has completed its review of the registrant and did not find deficiencies during the examination process. But it’s important to keep in mind that only about 5% of firms receive this type of response from the SEC.

The “No Findings” letter, however, will not state that your firm has received a clean bill of health. It will state that the exam did not find anything that requires further action by your firm at this time. 

Even if you get the perfect exam letter, you’re not done. Even though “No Findings” letters may not cite any specific shortcomings or violations, it is important for registrants to keep evolving their compliance program, keeping sharply focused on protecting investors and fulfilling duties of loyalty and care. Your compliance efforts must evolve every day, just like the market.

The Deficiency Letter 

This is far and away from the most likely outcome. More than 90% of firms examined by the SEC receive a deficiency letter that describes any alleged deficiencies that may include violations of laws and rules and/or weakness of internal controls. The SEC issued 2,000 deficiency letters in its most recent fiscal year

Although regulations provide the SEC 180 days to respond, EXAMS’ goal is to provide registrants with timely written notification of any potential deficiencies within 90 days of completing an exam. Registrants typically are given 30 days to respond in writing with any corrective actions they are taking in response to the staff’s findings.

In our experience, the majority of SEC deficiency letters result in a Rule 206 finding as it relates to the Investment Advisers Act of 1940, meaning the EXAMS has uncovered one or more examples of negligence or inadequate controls within the compliance program framework. For example, common finding firms receive is that they have failed to provide adequate disclosure to investors or failed to have a robust policy and procedures for a particular area.

Implementing a dynamic compliance program helps to avoid and mitigate compliance risks. Rule 206(4)-7 under the Investment Advisers Act of 1940, better known as the Compliance Program Rule, requires RIAs to have written policies and procedures to prevent violation of securities laws, to designate a competent Chief Compliance Officer, and to test, no less than annually, policies and procedures to ensure that they are effective. State-registered investment advisers should conduct a similar review in an effort to make their policies and procedures more effective.

If the deficiency letter cites numerous violations, it’s the SEC’s way of saying your compliance program requires attention; and likely, the registrant has not done forensic testing of its internal control system. Most recently, our team at Jacko Law Group, PC (“JLG”) has come across several examples where a firm’s advisory fees and expenses, retirement programs, cybersecurity, and custody have been areas of interest for the Staff.

Avoiding a Referral to the Division of Enforcement 

When you receive a deficiency letter, the SEC starts its 30-day response meter. If you don’t do enough to satisfy regulators by the end of this period, there’s a potential that EXAMS will refer the matter to the SEC’s Division of Enforcement. It’s clearly not the preferable outcome.

You may not agree with all the EXAMS’ findings in a deficiency letter, but you should let staff know you take all the findings very seriously. It’s an opportunity to nurture and enhance a culture of compliance. 

Preparing for and responding to regulatory exams by the SEC, the Financial Industry Regulatory Authority (“FINRA”), or the state can be overwhelming. JLG has established a Quick Response Team that has extensive experience in handling regulatory examinations and can assist you with:

  • Guidance on what to expect and how to prepare for the onsite examination
  • Mock interviews with and training of personnel
  • Liaising with regulators on complex issues, document requests, and production
  • Review of books and records prior to submission
  • Representation before and during the onsite examination, and
  • Responding to regulatory deficiency letters

Contact our law office today at (619) 298-2880 or visit us online at www.jackolg.com to find out how we can help.

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