Overview

Fredrikson & Byron’s Investment Management team is a one-stop shop offering a full range of legal services to the investment management community, so investment advisers, broker-dealers, hedge funds, financial planners and other industry participants have one place to turn to for all of their legal needs. Our team keeps abreast of the business trends and shifting regulatory factors that shape the investment management industry, so we can anticipate how those changes may impact the activities of our investment management clients.

Services

We understand that participants in the investment management industry offer a variety of services and products using a range of business models and operating platforms. We add value to investment management operations through our creative and practical legal counsel, permitting investment professionals and operating personnel to focus on managing and growing their businesses. We have experience representing investment advisers in the full range of formation, operational and regulatory matters, including mergers and acquisitions, internal reorganizations, successions, and transitions, and other transactional matters. We represent investment advisers to separate and managed accounts, advisers to pooled investment vehicles (hedge funds, private equity funds, and venture capital funds), and advisers who provide comprehensive wealth management financial services.

In addition, our attorneys are experienced in representing clients in all types of litigation matters, including complex, multi-party or class-action cases. We regularly represent clients in litigation involving claims defense of securities fraud under state and federal statutes, misrepresentation, negligence, unsuitability, breach of fiduciary duty and churning to employment/independent contractor disputes, trade secret, non-compete/non-solicitation and raiding cases. We regularly represent clients on regulatory and compliance matters, including subpoenas, examinations, investigations, wells notices, and formal complaints by the SEC, FINRA and State regulators. Our attorneys have served as counsel for receivers appointed by the court in the aftermath of Ponzi schemes, including in the Minnesota Print Services, Inc./Gerard Cellette Jr. receivership.

At Fredrikson & Byron we believe our Investment Management team offers a compelling value proposition for investment management clients. We work to staff each project in a way that maintains team continuity and ensures responsive, expert service to our clients in order to provide the most cost-effective legal advice possible.

Representative Clients

Investment Advisers

We offer our investment adviser clients a range of investment management legal services tailored to each client’s business model and service offerings.

Investment management services include:

• Analyzing registration status and registration exemptions under federal and state laws
• Assisting with registration under federal and state laws
• Advising clients with respect to corporate governance, fiduciary duty, and conflicts of interest
• Preparing and reviewing advisory contracts, customer disclosure documents, and contracts with service providers
• Advising on record-keeping and reporting requirements
• Reviewing and providing advice regarding advertising and marketing materials
• Advising on custody requirements, trading obligations (e.g., best execution, trade allocation, and principal and agency cross trades), soft dollar commissions and commission recapture, and other trading and execution obligations
• Preparing codes of ethics and compliance procedures and developing compliance systems and related supervisory programs
• Assisting with employee training programs and seminars
• Facilitating ongoing compliance with the Investment Advisers Act of 1940 and similar state laws
• Assisting clients’ implementation and adherence to industry best practice standards
• Representing clients in Securities and Exchange Commission (SEC) and state examinations and enforcement investigations and proceedings
• Structuring and negotiating extraordinary transactions, strategic alliances, joint ventures, mergers, restructurings, business, and other changes in investment advisers

Broker/Dealers

Fredrikson & Byron advises brokers with regard to a broad range of regulatory and compliance issues, including:

• Analyzing exclusions and exemptions from registration
• Representing clients with respect to private placement, merger & acquisition, and other transactional matters
• Facilitating SEC, Financial Industry Regulatory Authority (“FINRA”) and state registrations
• Providing advice with respect to Financial Industry Regulatory Authority (“FINRA”) rules and regulations and ongoing compliance with regulatory requirements
• Preparing written supervisory policies and procedures
• Providing guidance on books and records requirements and record retention obligations
• Representing clients in SEC and FINRA examinations and enforcement investigations and proceedings
• Structuring and negotiating strategic alliances, joint ventures, mergers, restructurings, and business sales

Litigation & Arbitration

Fredrikson & Byron represents broker-dealers, investment advisors, financial planners and investment companies in state and federal courts, arbitration matters, and regulatory proceedings around the country. Our expertise includes:

• Broker-Dealer Litigation/Arbitration
• Closely-Held Companies – representing minority and majority owner groups
• Director and Officer Liability
• Multi-Party and Class Actions
• Publicly Traded Companies
• Regulatory Enforcement Proceedings (SEC, FINRA, etc.)
• Securities/Financial Industry Employment Litigation, including trade secret, non- compete/non-solicitation and raiding cases
• Securities Fraud Lawsuits
• Shareholder/Corporate Control Disputes
• Securities Fraud/Broker-Dealer Litigation

Institutional Investors

We have experience representing investors - including family offices, pension funds, endowments, and high-net-worth individuals - in various matters, including:

• Negotiating, analyzing and structuring alternative investments
• Conducting due diligence evaluations of alternative investment platforms
• Negotiating secondary sales of alternative investments

We understand the increasing demands placed on many investors to properly evaluate various investment structures and terms, to receive transparent and timely reporting, to analyze and evaluate conflicts of interest that are inherent in most fund platforms, and to understand liquidity provisions. We provide counsel to help investors mitigate or otherwise manage structural risks and to preserve investor rights when unexpected events occur.

Bios

Primary Attorneys

Matthew T. Boos
Steven J. Dickinson
Lisa Holter
Eric O. Madson
Ryan G. Miest
Timothy R. Nelson
Melodie R. Rose

Supporting Attorneys

Debra J. Linder
Anne M. Radolinski
John H. Stout