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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Mergers & AcquisttionsPrivate Equity & Private Fund ServicesSEC/State: Regulatory Compliance Services
How to Engage in Dialogue with an SEC Examiner
Legal Risk Management Tips Regulatory Examinations & Enforcement Counsel
October 26, 2021

If you speak to most business owners in the investment advisory world, one area they may feel uneasy about is an SEC examination.  This response is not necessarily a result of the business owner worrying about the firm’s fiduciary efforts with their investors; rather it often stems from a sense of
“I don’t know what I don’t know,” as it relates to the latest regulatory focus areas and whether enough has been done particularly within the compliance program. 

One thing is for certain.  It is not if – but when the SEC examination staff comes a knocking – first impressions matter.  How senior management interacts with the staff and the timeliness and thoroughness of deliverables is immediately noted.  Conversely, non-responsiveness, incomplete and/or curt responses can lead the staff to perceive there is a lack of compliance culture, which can lead to a remarkably different examination experience.

The dialogue that the firm engages in with the SEC examination staff is of critical importance.  In this month’s Legal Risk Management Tip, Jacko Law Group, PC (“JLG”) will focus on various ways for investment advisers to best communicate with the SEC during an examination.  Through use of a case study, we will explore how interactions with the staff can help to lead to a positive examination experience.  JLG will then offer practical tips to take to prepare for your next SEC exam.

Document Requests

Richie Rich is the owner of Opulent, LLC (“Opulent”), a $800 Mil Assets Under Management (“AUM”) investment advisory firm. It has been over 10 years since Opulent had its last SEC examination.  The firm’s Chief Compliance Officer, Sally Newbie, joined Opulent last month.  Sally just received notification from the SEC that they intend to examine Opulent in two weeks.  Sally notifies Richie of this newsbreak, and provides him with a copy of the 8-page document request list just received from the SEC. 

As Richie begins going through the document, he notices that a big focus of the exam appears to be related to retirement planning services and one particular advisor, Alex P. Keaton, who provides retirement planning services to military personnel and also is one of the firm’s top producers.  The document production that the staff is seeking is voluminous in nature and broad in scope.  Richie and Sally debate on how much and what to provide but are purely speculating as to whether they gathered the “right things” responsive to the staff’s request. 

Q: Should they consider contacting the SEC staff for more guidance or would this be viewed as a weakness?

A: It is always best to ask clarifying questions prior to production.  Often times the SEC staff does not receive a voluminous amount of material that is not responsive to their request or intent. If unsure about what you are about to ask is responsive to the staff, it is prudent to have your outside counsel contact the examiner and inquire.  In addition, if you are going to need to create documents or spend an excessive amount of money in production, it is wise to see if the scope of the request can be narrowed (which is generally accomplished by seeking a certain time period for the production, such as the last 12-months). 

Finally, if the focus of the exam is on one particular advisor, you may wish to ask if there is a particular concern or concentrated area the firm should consider when producing documents relating to that individual. While the SEC staff does not have to share the motivation for focusing on a particular individual, engaging in dialogue may help you to ascertain if there is a problem that warrants further investigation by Compliance. 

Onsite Exam

During the onsite portion of the exam, the SEC staff wishes to interview Terry Tense, who is the financial assistant to Alex P. Keaton. Terry has never been involved in a regulatory examination and is extremely anxious.

Q: As the CCO, what guidance might Sally provide to Terry?

A: When speaking with the SEC, it is always important to listen to their questions carefully and respond to the question that is being asked.  While “yes” and “no” responses are perfectly acceptable, it is important to provide enough information to provide clarity when responding.  Most importantly, if Terry does not know the answer to the staff’s question, do not make one up or speculate.  Instead, indicate that you will get back to them and research the appropriate response.  When in doubt, contact outside counsel.   

An additional consideration would be to have the CCO join the interview.  It is very common to have the CCO present for interviews to both add to the discussion but to also liaise between the SEC staff and the firm’s employees.  If a question is technical in nature and/or related to a specific regulation, often the CCO can help to add context so that the employee can better understand and respond to the staff’s inquiry.

Findings Letter

One month after the SEC conducted the onsite portion of the exam, Opulent received its Findings Letter from the Staff.  Sally was surprised to see that it was longer than expected, with several deficiencies noted.  Nervously, she shares the letter with Richie who exclaims, “The SEC must not have understood our business model.  Sally, make sure that you clarify things with the staff in Opulent’s response letter.”  Sally rereads the SEC staff’s letter again, and she does believe that perhaps the staff did not understand some of the responses provided by Opulent. 

Q: What should Sally do if she believes that either the SEC staff is confused or mistaken about the production provided by Opulent, which lead to unanticipated deficiencies?

A: Prior to putting pen to paper to author the response, Sally should confer with outside counsel on the best approach to take.  Many times, that may be to engage in dialogue with the staff regarding their findings. Assumptions should not be made; rather, take the time to clarify what their concerns are so that those areas can be addressed by further compliance internal control development.  If documentation was not provided that would be responsive to the alleged deficiency, let the SEC staff know that you would like to provide that to see if that will adequately address the concerns which the staff has expressed.

Risk Management Tips

An SEC examination can be daunting.  By following these risk management tips, it will help you to keep on track to have a positive exam experience.

  • Do not be afraid to engage in dialogue with the SEC.
  • Ask clarifying questions when needed.
  • Listen and be responsive to questions that are asked.
  • Consider conduct mock interviews prior to the SEC’s examination to help prepare employees on how to react to questions, particularly if the answer is not known at the time.
  • If the registrant believes that an SEC finding is incorrect or is confusing, confer with outside counsel on the best approach to take to address this with the staff.

JLG assists firms and individuals through the numerous complicated and nuanced considerations relating to SEC, FINRA and state examinations.  For more information on this topic or to find out about our services, please contact us at (619) 298-2880 or at info@jackolg.com.

Author: Michelle Jacko, Esq., Managing Partner, Jacko Law Group, PC.  JLG works extensively with investment advisers, broker-dealers, investment companies, private equity and hedge funds, banks and corporate clients on securities and corporate counsel matters.  For more information, please visit https://www.jackolg.com/.

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