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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Practices :
Mergers & AcquisttionsPrivate Equity & Private Fund ServicesSEC/State: Regulatory Compliance Services
New Form D Requirements Effective March 16, 2009
Filings & Registrations Legal Risk Management Tips
February 1, 2009

Form D is a notice required to be filed by any unregistered securities offering relying upon a Regulation D exemption under Rule 504, 505 or 506 of the Securities Act of 1933, or Section 4(6) of such statute. Form D serves many purposes, such as, but is not limited to: data collection for federal and state rulemaking, regulation enforcement, business research and as an information resource for investors. Recently, the Securities and Exchange Commission (“SEC”) released a final rule amending Form D requirements and procedures (“Final Rule”).1 This Final Rule implements various amendments to the information disclosed on Form D, and most notably, will require Form D to be filed electronically.

Electronic Filing Required

On March 16, 2009, the SEC will require electronic filing of Form D through its online system, Electronic, Data Gathering Analysis and Retrieval (“EDGAR”). Since September 15, 2008, issuers of such offerings have been allowed to continue to file paper versions of Form D or to file electronically via EDGAR during this transition period. To file online, issuers must have EDGAR access codes that consist of an identification number (“CIK”), a confirmation code (“CCC”) and a password. EDGAR access codes can be obtained by filing a Form ID online at https://www.filermanagement.edgarfiling.sec.gov/. Form D must be filed within 15 days after the first sale of the offering and annually thereafter, or annually from the most recent amendment as long as the offering has not terminated. Additionally, amendments to Form D must be made as soon as practicable in the event of a material change or edit to a previously filed Form D.2 Although the Final Rule does not provide details on what is “material,” it does give guidance on what is not material, and therefore would not require Form D to be amended prior to its annual filing. Such non-material changes may include, but are not limited to: the total number of investors invested in the offering, an issuer’s revenues or aggregate net asset value, the amount of securities sold in the offering or the amount of securities remaining to be sold in the offering.3

Form Content Amendments

The revised Form D contains approximately sixteen (16) items in number sequence, including hyperlinks to instructions, a signatory submission and sections that allot for limited free writing. For example, Item 1 now requests information for multiple issuers as applicable. On Item 5, which pertains to hedge funds or pooled investment funds (other than venture capital and private equity funds), asks for aggregate net asset value range information with options to “decline to disclose” or list as “not applicable.” Many requirements for expenses and use of proceeds have been deleted while the remaining are incorporated into Items 15 and 16, such as amounts for sales commissions, finder’s fee and gross proceeds for payment to related persons.

The SEC hopes that the implementation of electronic filing and form changes will be an “easy-to- use filing process that will deliver accurate information quickly, reliably and securely.”4 Primarily, the SEC believes these changes will create efficient data collection for enforcement and rulemaking efforts consistent with investor protection. The SEC is using these new requirements to monitor exempt securities more effectively by attempting to ease filing burdens through streamlining costs and simplifying preparation, make information more readily available to the public and develop uniformity with state regulators. Currently, the SEC and North American Securities Administrators Association (“NASAA”) are working together to establish a system whereby Form D will be filed federally and with issuers designated state(s) in one electronic filing transaction. Until such system is available, issuers must contact their designated state regulator(s) to file additional required notifications for exempt securities.

If you need any assistance in relating to the filing of Form D, we would be happy to assist and may be reached at (619) 298-2880. Additionally, please contact the SEC and/or the appropriate state regulator(s) for more information.

Author: Michelle Jacko, Managing Partner, Jacko Law Group, PC (“JLG”). JLG works extensively with investment advisers, broker-dealers, investment companies, hedge funds and banks on legal and regulatory compliance matters.

For more information about this topic and other legal services, please contact us at (619) 298-2880, info@jackolg.com or visit www.jackolg.com. Thank you.

This article is for information purposes and does not contain or convey legal advice. The information herein should not be relied upon in regard to any particular facts or circumstances without first consulting with a lawyer.

1 Securities and Exchange Commission, Release No.33-8891, Sept. 15, 2008, available athttp://www.sec.gov/rules/final/2008/33-8891.pdf

Id at 31-32.

3 Id at 31-33.

4 Id at 9.

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