Investment Management

Our 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, private funds, financial planners, institutional investors and other industry participants may turn to one place for their legal needs.

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MAIN CONTACTS

Matt Boos

Email: mboos@fredlaw.com
Office: 612.492.7180

Sandra Smalley-Fleming

Email: ssmalleyfleming@fredlaw.com
Office: 612.492.7497

“We add value to investment management operations through creative and practical legal counsel, permitting investment professionals and operating personnel to focus on managing and growing their businesses.”

Sten-Erik Hoidal and Sandra Smalley-Fleming featured in BMO Global Asset Management’s podcast “Protecting your practice: A cybersecurity roundtable.”

What We Do

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 operations personnel to focus on managing and growing their businesses. We regularly assist compliance personnel and/or in-house legal counsel on regulatory and compliance matters. We represent investment advisers in the full range of formation, operational and regulatory matters, from advisory contracts to registration on Form ADV, as well as transactional matters such as mergers and acquisitions, internal reorganization and successions. 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 strategy and litigation relating to the broker Protocol and departures from existing firms, complex, multi-party or class-action cases. We regularly represent clients in litigation involving claims from misrepresentation, securities fraud under state and federal statutes, 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, Department of Labor 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.

Experience

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:

Representing clients in Securities and Exchange Commission (SEC), Department of Labor (DOL) and state examinations and enforcement investigations and proceedings
Analyzing registration status and registration exemptions under federal and state laws, including the Investment Advisers Act and the Investment Company Act
Assisting with RIA 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, solicitation agreements 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
Formation of private funds and preparation of offering memorandums, fund agreements and subscription agreements
Form D and related state compliance and filings for private offerings
Analyzing registration exemptions as CPO (commodity pool operator) under the CFTC
Structuring and negotiating strategic transactions involving investment advisers, broker-dealers and their representatives, including mergers and acquisitions, joint ventures and other contractual relationships, succession and transition planning, and guidance regarding relevant regulatory considerations

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 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
Preparing and negotiating selling agreements, including dealer-management agreements and soliciting dealer agreements
Structuring and negotiating strategic transactions involving investment advisers, broker-dealers and their representatives, including mergers and acquisitions, joint ventures and other contractual relationships, succession and transition planning, and guidance regarding relevant regulatory considerations

Litigation & Arbitration

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

Regulatory Enforcement Proceedings (SEC, FINRA, DOL, etc.)
Broker-Dealer Litigation/Arbitration
Breakaway broker cases involving strategy and/or litigation around the broker Protocol
Closely-Held Companies – representing minority and majority owner groups
Director and Officer Liability
Multi-Party and Class Actions
Publicly Traded Companies
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, including REITs
Conducting due diligence evaluations of REIT and other alternative investment platforms
Negotiating secondary sales of alternative investments
Review of fund offering documents, including advice on market terms
Assistance completing subscription agreements for investments in private equity and hedge funds
Retention of third party advisers, including preparation, review and negotiation of investment advisory agreements and sub-advisory agreements

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.

News & Articles

The SEC’s 2020 Exam Priorities

January 17, 2020

According to the SEC, these priorities reflect certain practices and products that may present heightened risk to investors and/or the integrity of the U.S. capital markets.

Investment Management

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