Overview

Fredrikson & Byron’s Investment Management team offers a full range of legal services, so investment companies, financial planners and other industry participants have one place to manage their businesses through challenging business and regulatory conditions. Investment companies and financial planning groups form the core of the investment management industry. Our team keeps abreast of the business trends and shifting regulatory factors that shape the investment and wealth management industries, so we can anticipate how those changes could impact respective business models.

Services

We understand that investment advisors offer many services and products using a range of business models, operating platforms, and industry affiliations. We add value to investment advisory operations through our experienced and practical legal counsel, permitting managers and operating personnel to focus on client service and growing their businesses. We have experience representing investment advisors in the full range of formation, operational and regulatory matters. We represent investment advisorsto separate and/or managed accounts, advisors to pooled investment vehicles (hedge funds, private equity funds, and venture capital funds), and advisors who provide comprehensive wealth management financial services.

We have extensive experience representing investment advisors and broker-dealers in a range of formation, operational, and regulatory matters. In addition, our attorneys are experienced in representing clients in a variety of litigation matters, including complex, multi-party or class-action matters. 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, 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 industry 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 Advisors

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

Investment management legal services offered 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 advisors

Broker/Dealers

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

• Analyzing exclusions and exemptions from registrations
• Providing guidance to finders and other distributors of private placements
• Facilitating SEC and self-regulatory organization (SRO) registrations and ongoing compliance with regulatory requirements
• Preparing written supervisory policies and procedures
• Providing guidance on books and records requirements and record retention obligations
• Analyzing compliance with net capital standards
• Representing clients in SEC and SRO examinations and enforcement investigations and proceedings
• Structuring and negotiating extraordinary transactions, 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 and in arbitration matters 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

Private Equity and Venture Capital

Fredrikson & Byron’s experience in private equity drives our ability to provide efficient and comprehensive advice that allows private equity clients to make decisions quickly. Our team includes experts who perform in-depth due diligence, providing timely, and cost-effective analysis that makes an impact and informs our clients’ business decisions.

We offer seamless representation of private equity funds with a global footprint through our established relationships with a leading offshore firm specializing in investment management matters. See Fredrikson & Byron’s Private Equity Group for more detailed information.

Institutional Investors

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

• Conducting due diligence evaluations of alternative investment platforms
• Negotiating investment terms through side letter arrangements
• Advising on tax characteristics of alternative investments
• Negotiating secondary sales of alternative investments

We understand the increasing demands placed on many investors to evaluate properly various investment structures and terms, to receive transparent and timely reporting, to analyze and evaluate valuation policies and other 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