|
Services Available
Broker-Dealer
Sutherland has one of the nation's leading broker-dealer practices. We represent large U.S. and foreign-owned financial holding companies and their subsidiaries and affiliates in regulatory matters before the Securities and Exchange Commission, the New York Stock Exchange, the NASD, the Municipal Securities Rulemaking Board, banking agencies, and state financial services regulators. Our strategy is simple: we work with our clients to develop business-based solutions to compliance issues and to successfully manage regulatory inquiries, including disciplinary and enforcement actions.
Sutherland's broker-dealer practice covers all product lines:
- Equity Securities
- Bonds
- Municipal Securities (including Section 529 plans)
- Mutual Funds
- Hedge Funds
- Annuities and Life Insurance
- Exchange-traded Options
- Derivatives
- Direct Participation Programs and Private Placement Fee-based Accounts
All Types of Firms:
- Wirehouses
- Wholesalers
- Retail Broker-Dealers
- Retirement Plan Service Providers
- Banks
- Hedge Funds
- Investment Advisers
- Insurance Company Affiliates
And All Types of Matters:
- Acquisitions and Re-Structurings
- Changes in Products or Services
- Joint Ventures
- Compensation Structures
- Compliance Procedures
- Net Capital and Customer Protection Issues
- Transfer Agent
- Regulatory Exams and Audits
- Dispute Resolution and Arbitration
- Disciplinary Proceedings and Litigation
Many of our attorneys have worked at the SEC and NASD, and others serve on NASD and trade association committees. We draw on this experience to provide reasoned, practical advice to in-house counsel, operations, compliance and marketing executives. We also combine our resources with Sutherland tax, litigation and intellectual property attorneys to meet the full needs of our clients.
Financial Services Litigation
For financial services companies, the legal, regulatory and business landscapes have dramatically changed over the last few years. In the wake of recent financial accounting scandals and attempted reforms, regulators and prosecutors at the state and federal level are conducting investigations and bringing enforcement actions at an unprecedented rate. Close behind the government is a wave of private plaintiffs' attorneys, looking for any opportunity to capitalize on the regulatory scrutiny with class actions and other suits. As a result, government subpoenas, criminal investigations and class action complaints have become commonplace.
At Sutherland, we are uniquely positioned to assist our financial services clients in defending this new wave of litigation. Our multi-disciplinary financial services litigation team combines extensive experience in litigating complex financial services matters with our leading national practice in the sale and distribution of mutual funds and insurance and other investment products. In short, few firms can match our combined understanding of both the litigation process and the underlying products and distribution mechanisms that are at issue.
Our financial services litigation team is regularly involved in:
- Representation of insurers and other financial services clients in a wide range of significant litigation matters in federal and state courts;
- Class actions on a variety of issues for financial services clients;
- SEC, NASD and NY Attorney General investigations into alleged market timing and late trading activity;
- SEC, NASD and state securities and insurance department investigations of products and sales practices;
- NY Attorney General's insurance and similar industry investigations;
- Litigation and arbitration of reinsurance and insurer insolvency disputes; and
- Managing electronic data discovery in large complex cases.
We can develop litigation strategies to assist your company in reaching your business goals. After all, it's not about the litigation -- it's about getting you back to business.
Insurance Products
Sutherland lawyers have extensive experience in the design and development of all types of insurance products, and are actively involved in advising clients with respect to the creation and marketing of innovative products to assure that our clients' goals regarding desired state regulatory, tax and securities treatment are achieved. Our capabilities in this area are truly unique: our role varies from a "special counsel"-type advisory arrangement to that of a full service project manager, and we can advise and consult with respect to all SEC, NASD, tax, and ERISA issues and related areas such as electronic commerce and protection of intellectual property. Our practice extends to virtually every type of life insurance, annuity, and property and casualty product: variable annuity contracts and annuity contracts with equity index and market value adjustment features; universal life and other interest-sensitive products; GICs and funding arrangements; offshore products; group term life plans; privately placed corporate and high net worth insurance products; and insurance/derivative-based products.
Investment Companies and Investment Advisers
The firm's mutual fund group has extensive experience with all legal matters involved with the formation, registration, operation, distribution, and restructuring of mutual funds registered under the Investment Company Act of 1940 and unregistered pooled investment vehicles. We provide the full range of legal services necessary to launch new funds, including the preparation of all necessary corporate, SEC and state securities filings, the organization and documentation of Board activity, and the preparation of compliance manuals and procedures and the design of comprehensive compliance programs, including compliance audits. The firm also regularly represents investment advisers on legal matters relating to their status, formation, registration and operation.
Mutual Funds and Investment Products
Sutherland Asbill & Brennan LLP has had a strong financial services practice for more than thirty-five years, including the representation of mutual funds and other types of investment companies established and sponsored by financial service organizations. We are preeminent in the representation of issuers and distributors of variable annuities, variable life insurance and other investment-oriented insurance products. Our attorneys include a former Special Counsel to the SEC Chairman on Investment Company Act matters (and assistant Director of Market Regulation), a former counsel to an SEC Commissioner, and others with prior experience at the SEC and the Commodity Futures Trading Commission. A substantial portion of our financial services practice also consists of counseling clients with respect to registered and private investment companies -- their organization, operation, and distribution.
Mutual Fund and Fund Sponsor Representation
We have extensive experience with all legal matters pertaining to the formation, registration, operation, distribution, and restructuring of mutual funds registered under the Investment Company Act of 1940 (the "1940 Act"). We provide the full range of legal services necessary to launch new funds, including the preparation of all necessary corporate, Securities and Exchange Commission ("SEC") and state securities filings, the organization and documentation of Board activity, and the preparation of compliance manuals and procedures and the design of comprehensive compliance programs, including comprehensive compliance audits, to assure that our fund clients are operated within the severe constraints imposed on registered investment companies by the 1940 Act.
With respect to existing funds, we regularly advise fund clients on ongoing regulatory matters, including periodic reporting and filing requirements, sales practices, annual and quarterly Board reviews and approvals (with a particular emphasis on enhancing the ability of fund Directors to exercise their "watchdog" responsibilities as required by the 1940 Act), and general regulatory compliance. We are experienced in counseling fund managers, Boards, and sponsors regarding investment advisory and sub-advisory arrangements, service and selling agreements and related issues, and advertising and other marketing communications. We routinely counsel mutual fund and other investment company clients with respect to new SEC rules and regulations, SEC staff interpretive letters, and other industry and regulatory developments. Our investment company clients also look to us for assistance on difficulties that may arise out of unique investments, pricing errors, Board proxy solicitations, SEC examinations, enforcement actions and internal reviews. We also advise clients in the investment company transactional area, frequently assisting clients with the planning and implementation of mergers and acquisitions of investment companies (or portfolios), reorganizations, and the addition or deletion of portfolios.
In the area of international investing, we have organized and advised U.S. investment companies that specialize in investments in foreign securities. We have obtained necessary SEC exemptive relief, provided advice regarding overseas custody issues, and analyzed and resolved issues relating to the structure and role of overseas investment managers (including the formation of U.S.-offshore joint ventures) that typically arise in connection with international funds. We have also participated in establishing off-shore funds, including funds in Ireland, Luxembourg and Germany, which are formed to take advantage of tax advantages in off-shore investing.
In addition to Investment Company Act experience, we form and register investment advisers that manage mutual fund or institutional assets, and assist advisers in reporting and regulatory compliance. We have also organized, registered, and designed ongoing compliance programs for broker-dealers, and we are well versed in the myriad federal and state laws, including securities, banking, and insurance laws, that regulate the distribution of investment company products through a variety of types of selling networks -- wirehouses, regional brokerage firms, banks, and "captive" broker-dealers.
Insurance Products
We also have extensive experience in the design and development of all types of insurance products, and are actively involved in advising clients with respect to the creation and marketing of innovative products to assure that our clients' goals regarding desired state regulatory, tax and securities treatment are achieved. Over the years we have worked closely with our clients on virtually every type of insurance and annuity product, including annuity contracts such as variable annuities and products with market value adjustment features; universal life and other interest-sensitive products; GICs and funding agreements; group term life plans; and privately-placed corporate insurance products, such as key-man policies and policies to support deferred compensation obligations. Our capabilities in this area are truly unique; our role varies from a "special counsel"-type advisory arrangement to that of a full service project manager.
We also provide many insurance companies and distributors with advice or opinions on the securities status of excess interest or other fixed insurance products, such as universal life insurance, single premium deferred annuities, and modified guaranteed annuity (or "market value adjustment") products. Where necessary, we assist companies with the SEC registration of modified guaranteed annuity contracts. We also routinely advise the issuers of such contracts regarding their reporting and disclosure obligations under the Securities Exchange Act of 1934.
We also have an extensive insurance product tax practice. Our tax attorneys regularly advise clients on tax issues affecting product design in order to achieve qualification as life insurance or annuities for tax purposes. We also advise on the treatment of exchanges and other policy transactions, the taxation of policy loans and distributions, reporting and withholding requirements, obtaining waivers for failed contracts, and insurance company tax issues related to products.
Many insurance products are developed through joint ventures between insurance carriers and other financial institutions (including banks, unaffiliated fund sponsors, savings and loans, wholesale distributors, and retail selling firms). We advise clients such as insurers, fund sponsors and other financial institutions in connection with these arrangements, not only with respect to the design of the product and the establishment, negotiation, and operation of the joint venture (including due diligence), but also with respect to compliance with applicable state insurance licensing requirements.
Distribution Through Financial Institutions
We have developed a particular, and we believe unique, familiarity regarding legal issues associated with the distribution of insurance and annuity products. We establish broker-dealers to distribute variable insurance products or other SEC-regulated products, and we provide advice and consultation on the distribution of insurance products through banks, savings and loan associations, securities firms and other financial institutions.
In particular, the firm provides advice to numerous clients relating to the banking, insurance and securities law considerations that apply when financial institutions offer annuities and other insurance products on bank premises either by using third party marketers pursuant to networking arrangements or by using employees of the financial institution or an affiliate thereof.
Tax
A fundamental component of Sutherland's financial services practice is its nationally-recognized tax practice. For more than 35 years, the firm has focused on matters affecting the taxation of the insurance industry and insurance products. Today, our lawyers are actively involved in the review and development of all types of financial products and are at the leading edge of practice relative to the tax and related business issues associated with new financial products and their marketing. The firm also provides advice on a wide variety of issues involving insurance companies, including day-to-day operations and proposed acquisitions and reorganizations, as well as on all aspects of the taxation of other pooled investment vehicles and financial services organizations.
Mergers and Acquisitions
In tandem with ongoing restructuring and consolidation in the insurance and money management industries, our group has developed a specialty in mergers and acquisitions involving money managers, insurance companies, and large blocks of insurance business. The combination of our work in mergers and acquisitions, investment company, insurance company and broker-dealer regulation, corporate tax, registered investment company tax and insurance company tax, and employee benefits and executive compensation make us uniquely well suited to represent a buyer or seller in any money manager or insurance company transaction.
Distribution of Financial Products and Services
Sutherland provides comprehensive solution-based legal services to distributors of financial products and services, as well as to investment product manufacturers. Our clients span the full spectrum of distribution channels, and we provide comprehensive and seamless legal solutions to distributors facing a complex interplay of federal and state banking, securities and insurance laws, including new anti-money laundering and privacy laws that impact all financial institutions. We regularly advise clients involved in multifaceted distribution arrangements, including joint ventures between insurance companies and other financial institutions. Our attorneys are experienced with all types of securities and can navigate through all the regulatory requirements imposed on companies that trade and distribute these instruments.
Specialty Investment Companies
As an integral part of our extensive financial products practice, we represent hedge funds and private equity funds, small business investment companies, and closed-end funds whose shares are traded on national securities exchanges, including funds that have elected to be regulated as business development companies (BDCs) under the Investment Company Act. Our specialty financial products practice includes a broad-based expertise in the area of state college tuition plans known as "Section 529 Plans." We are thoroughly familiar with the legal provisions and SEC interpretations concerning private investment funds, and our services include recommending the appropriate form of organization and the preparation of compliance procedures designed as road maps to avoid becoming ensnared in investment company regulation.
Securities Litigation and Enforcement
Sutherland regularly represents clients confronted with investigations and disciplinary proceedings brought by the SEC, state securities commissions, and the NASD and other self-regulatory organizations (SROs). Our experience includes high-profile cases, as well as "routine" regulatory matters. Our litigators also regularly represent clients in arbitration and litigation proceedings before a variety of forums, including SROs and federal and state courts. We also have extensive experience defending class actions in federal and state courts around the country. Our class action experience for financial service clients includes cases involving securities fraud, RICO, accounting malpractice, ERISA, antitrust violations and consumer actions. We are also experienced in mediation and other forms of Alternative Dispute Resolution involving innovative approaches.
International/Offshore
As part of our financial services practice, we represent international insurance companies, offshore funds and other financial services institutions. Our practice covers both regulatory and transactional work and we are well versed in the particular issues affecting foreign-owned financial institutions. We regularly advise on the establishment of captives, including insurance companies, for corporations and associations. Additionally, our diverse tax practice enables us to assist clients with issues relating to cross border tax matters.
Technology and Electronic Commerce
Financial services providers are developing increasingly sophisticated technology platforms for marketing products and servicing clients. Sutherland combines its financial services practice and its technology practice to provide clients with comprehensive solutions addressing a range of securities, insurance, privacy, e-signature and other legal challenges.
Intellectual Property
Financial services companies today invest enormous resources in developing and marketing innovative new financial products and services. Sutherland's intellectual property lawyers ensure that its clients' investments in intellectual property are protected by providing services such as trademark clearance and copyright counseling, trademark registration, licensing, evaluation of advertising copy, business methods patent registration, and enforcement of trademark, domain name, copyright, patent and trade secret rights.
|
RSS | Blog | Advertising Opportunities | Site Map | Contact Us