Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 





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Practice/Industry Group Overview

Sutherland designs and organizes mutual funds and advises funds, their sponsors and service providers on all aspects of operations.

Sutherland advises mutual funds and mutual fund boards, 529 plans, pension plans and insurance company separate accounts in matters ranging from portfolio investments to negotiations with regulators and counterparties. We provide our mutual fund clients with the big-picture guidance needed to determine the structure and type of vehicle best-suited to their needs and to the distribution channels on which they rely—as well as helping with details such as documentation, registration, regulatory approvals and drafting and negotiating agreements.

We guide our clients through the maze of issues related to the federal and state securities, commodities, tax and employee benefits laws and regulations, as well as corporate, trust, partnership, contract and intellectual property law matters related to clients’ businesses. We also advise offshore clients regarding the applicability of domestic laws and regulations.

Sutherland attorneys work with investment advisers, broker-dealers, transfer agents and plan administrators to overcome the challenges of regulatory compliance in an environment fraught with continuous change.

Why Sutherland
1940 Act experience. Exceptional experience advising clients within the often arcane provisions of the Investment Company Act of 1940.

SEC experience. Our attorneys have achieved ground-breaking exemptive relief from the SEC staff for certain investment companies. We know and have successfully worked with SEC staff to achieve our clients’ goals—no matter how novel.

Focus. We provide efficient partner-level focus and individualized service to our mutual fund clients that we believe is unique in this space.

Experience with boards. Sutherland serves as independent counsel to the independent trustees of mutual fund groups. In this capacity, we deal with the thorny governance and fiduciary duty issues often confronting trustees.

Regulator relationships. Sutherland has a long history of working well with federal and state regulators, and many of our attorneys are alumni of the SEC or FINRA. The valuable insights gained into these agencies help us better serve our clients.

M&A experience. During the past two decades, Sutherland has participated in the restructuring and consolidation of the investment management industry by advising on a significant number of mergers and acquisitions involving mutual funds, separate accounts, investment advisers, broker-dealers, plan administrators and transfer agents.

Defense. Sutherland regularly represents clients confronted with investigations, enforcement actions and disciplinary proceedings brought by the SEC, state attorneys general and state securities commissions, as well as FINRA and other self-regulatory organizations (SROs).

Distribution counseling. Sutherland has one of the nation’s largest distribution practices, and regularly counsels clients on the full spectrum of distribution channels and arrangements, including those that involve investment advisers, broker-dealers, banks, thrift institutions, trust companies, insurance companies, financial planners, transfer agents and plan administrators. We also routinely advise clients involved in multifaceted distribution arrangements, such as joint ventures between mutual fund distributors, broker-dealers and other types of financial institutions and intermediaries.

Nuts and Bolts
Disclosure documents and regulatory filings

  • Registration statements and prospectus filings
  • Private placement memoranda
  • 529 plan disclosure booklets
  • Annual reports
  • Proxy materials

Independent legal counsel to fund boards of trustees

  • Preparation of board agendas and materials
  • Preparation of committee agendas and materials
  • Coordination with the investment adviser and service providers relating to board materials
  • Coordination with the chief compliance officer on relevant matters
  • Attendance at board and committee meetings
  • Regulatory updates to the board on relevant developments
  • Preparation of board and committee meeting minutes
  • Preparation of D&O questionnaires
  • Assistance with board self-evaluations
  • Preparation of board policies and guidelines
  • Assistance in the advisory contract renewal process
  • Preparation of fund registration statements and other disclosure documents
  • Advice on fund mergers, consolidations, liquidations
  • Responses to SEC comments on regulatory filings
  • Responses to SEC examination findings/deficiency letters

Design, production and evaluation (audit) of compliance systems

  • Design compliance systems and compliance department functions
  • Draft and update written compliance policies and procedures
  • Develop written supervisory procedures
  • Audit operational compliance systems and functions
  • Provide emergency response teams to remedy serious compliance deficiencies uncovered during regulatory exams, inquiries and investigations
  • Respond to regulatory inquiries
  • Conduct internal investigations

Defense of regulatory actions involving mutual funds or their service providers, including:

  • Failure to disclose
  • Mutual fund switching and late trading
  • Soft dollar and directed brokerage misconduct
  • Sales practice abuses
  • Insider trading, market manipulation and penny stock cases
  • Breaches of fiduciary duty
  • Sale of unregistered securities
  • Financial fraud
  • “Fraud on the market” class actions, “mass actions” and Racketeer Influenced and Corrupt Organizations (RICO) Act claims

Take Action
Sutherland’s mutual fund practice has the industry knowledge, SEC experience and client focus to deliver best in class service to our investment management clients.

Selected Experience
Sutherland advises on formation and day to day operations of new mutual fund.
Sutherland serves as counsel to a newly formed mutual fund and its investment adviser, which manages several investment portfolios designed to support variable annuity guarantees. Sutherland provided counsel and drafted documents in connection with creating the fund and registering it with the SEC, and continues to advise with respect to regulatory and compliance matters. 

Sutherland represents financial services firm registering new product in partnership with registered investment adviser.
Sutherland is representing a client, who is partnering with a very significant registered investment adviser, to bring the first variable longevity product ever to be developed to market. This will require unprecedented exemptive relief from certain provisions of the federal securities laws.

Sutherland advises mutual fund trustees on fund oversight.
Sutherland represents the independent trustees of a mid-sized mutual fund of socially responsible investments in connection with their ongoing oversight responsibilities related to the administration and operation of the fund, which uses a manager of managers model.


 
 
Articles Authored by Lawyers at this office:

The Division of Investment Management Clarifies Certain Positions Regarding the Applicability of Rules 3-09 and 4-08(g) of Regulation S-X to BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 25, 2013
The U.S. Securities and Exchange Commission (“SEC”) Division of Investment Management recently published written guidance (see link below) on rules that require that certain financial information be included pertaining to unconsolidated subsidiaries to portfolio companies of business...

Payment Processors as CFPB "Chokepoints"
Keith J. Barnett,B. Knox Dobbins,Robert J. Pile,Marc A. Rawls,Lewis S. Wiener, October 11, 2013
This is how senior officials at the Consumer Financial Protection Bureau (CFPB or the Bureau) referred to payment processor Meracord, LLC and its owner and CEO upon the October 3, 2013 announcement of a consent judgment imposing a $1.376 million joint and several civil money penalty. The penalty,...

CFTC Issues No-Action Relief and Interpretive Guidance Related to SEFs
James M. Cain,Jacob Dweck,Daphne G. Frydman,Catherine M. Krupka,David T. McIndoe, October 03, 2013
As the date for compliance with swap execution facility (SEF) registration requirements approached, the Commodity Futures Trading Commission (the CFTC or Commission) issued a number of no-action letters and interpretive guidance regarding the obligations of market participants, intermediaries,...

The SEC Issues Formal Guidance Involving Financial Information Requirements for Certain Portfolio Companies of BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 03, 2013
The U.S. Securities and Exchange Commission (SEC) Division of Investment Management recently published formal guidance (see link below) applying rules that require the inclusion of certain financial information on unconsolidated subsidiaries to portfolio companies of business development companies...

Acquisitions of Insurers by Private Equity Firms Under Heightened Regulatory Scrutiny
, September 20, 2013
In recent months, the New York Department of Financial Services (the DFS) has raised concerns over the perceived trend of private equity firms and other investment companies acquiring insurance companies, particularly those that write fixed and indexed annuity contracts.