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Registered Investment Advisory

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Miller Canfield provides a full range of services to meet the legal, compliance, and business needs of registered investment advisors. We help our clients meet their challenges and realize their opportunities. We provide individualized consultation and documentation, as well as customized solutions for our advisor clients. Our attorneys have represented advisors, both start-ups and those well-established, in a broad array of matters including the following:

Formation and Registration

  • Form ADV and Brochure
  • Registration and Regulatory Filings
  • ERISA and Fiduciary Responsibilities
  • Transitioning a Book of Business
  • Service Provider Contracts


Employment Transitioning and Counseling

  • Protocol Counseling
  • Exit Strategy
  • Forgivable Loans and Contract Disputes
  • Restrictive Covenants
  • TROs and Injunctions


Corporate Counsel

  • Entity Formation and Ownership Structure
  • Corporate Governance
  • Books and Records
  • Contractual Relations
  • Non-Litigated Disputes


Compliance

  • Client Management Agreements
  • Compliance Policy and Code of Ethics
  • Privacy Policy
  • Social Media Usage and Restrictions
  • DOL Fiduciary Requirements and Exemptions
  • Annual Audits and Mock Audits
  • Regulatory Examinations and Inquiries
  • Disciplinary Proceedings
  • Annual Filings


Business and Succession Planning

  • Joint Ventures
  • Operating Agreements and Partnership Agreements
  • Shareholder Agreements
  • Buy-Sell Agreements and Options
  • Estate Planning


Mergers and Acquisitions

  • Structuring Transaction
  • Tax Considerations
  • Due Diligence Reviews
  • Asset Purchase Agreements
  • Stock or Membership Purchase Agreements
  • Merger Agreements
  • Regulatory Considerations


Employment Matters and Employee Benefits

  • Employment and Independent Contractor Agreements 
  • Restrictive Covenants
  • Employment Transition Counseling
  • Employee Handbooks and Policies
  • Executive Compensation
  • ERISA Matters and Qualified Plans


Finance

  • Business Loans
  • Acquisition Financing
  • Debt and Equity Financing
  • Loan Modifications and Workouts


Litigation

  • Arbitration
  • Commercial Litigation
  • Customer Disputes
  • Forgivable Loan and Contract Disputes
  • Settlement Negotiation


Securities

  • Public Offerings of Equity and Debt Securities
  • Private Placements of Equity and Debt Securities (Including Rule 144A and Reg. D Offerings)
  • Insider Trading
  • Licensing and Registration
  • Provided counsel to registered investment advisors regarding compliance with the Investment Advisers Act of 1940 and the rules promulgated thereunder, SEC guidance and policies, and applicable State statutes and regulations.   
  • Prepared Form ADV and related documentation necessary for investment advisor registration with the SEC and State regulatory agencies, and counseled clients regarding the same. Filed Form ADV and related documentation with the IARD.  
  • Prepared and reviewed investment management agreement, compliance manual, code of ethics and privacy policy. Provided counsel regarding the same. 
  • Counseled registered investment advisors on DOL fiduciary rule and exemptions, including "best interest contract" exemption and "level fee fiduciary" exemption. 
  • Represented registered investment advisors and investment advisor representatives in connection with the purchase and sale of books of business, and other mergers and acquisitions activities.
  • Represented owners in connection with succession planning for registered investment advisory firms, including drafting and negotiation of buy-out agreements and owners' agreements.
  • Drafted and negotiated ownership contracts, including shareholder, partnership, and operating agreements, as well as drafted and negotiated contracts related to termination of ownership.
  • Acted as "inside counsel" and advised investment advisors on legal matters affecting operation and management.  Counseled management on corporate governance, regulatory compliance, and non-litigated disputes.
  • Counseled investment advisors on hiring and/or engagement of investment advisor representatives, supervision, and termination. Counseled management on anti-discrimination and other employment related laws.
  • Assisted management in formulating employee policies and procedures. Drafted, reviewed, and counseled on employee manuals and company guidelines.
  • Drafted, negotiated, and advised on employment related contracts, e.g., confidentiality agreements, employment agreements, consulting agreements, and restrictive covenants.
  • Counseled individuals and firms in enforcement and defense of restrictive covenants, and matters related to transition of books of business.  
  • Represented firms and individuals in SEC, NYSE, FINRA, and State regulatory investigations, inquiries and proceedings.  
  • Successfully represented securities brokers in Illinois, Wisconsin, Indiana, Michigan, Ohio, Missouri, Nebraska, Arizona, and New York regarding alleged violation of restrictive covenants.  
  • Served as lead counsel in FINRA arbitrations defending investment advisors and registered representatives from client complaints alleging misrepresentation, failure to properly manage accounts, and misuse of investment strategies.
  • Represented two investment advisors in numerous lawsuits wherein the advisors were alleged to have violated federal and State securities laws, breached fiduciary duties, and committed common law fraud in connection with a series of private placement investments.
  • Advised regarding registered and unregistered securities and federal and State securities laws. Represented privately held businesses and individual clients in private equity arrangements, including preparation and review of private placement memoranda.