At Hills Stern, our attorneys possess extensive experience addressing the broad spectrum of legal challenges faced by investment managers, placement agents, and M&A brokers in their business operations. We serve as trusted advisors, guiding firms on matters related to initial structuring, federal and state regulatory compliance, internal compliance policies and procedures, and client engagements and relationships.
Operations & Compliance
Mergers & Acquisitions
Training
Hills Stern attorneys are committed to assisting its investment manager and investment banker clients in making their firm’s operations compliant and efficient, providing peace of mind in the complex regulatory landscape of the investment industry.
Operations & Compliance
Our expertise encompasses a range of areas, including registration matters, securities regulation, compliance exams, and operational issues such as representative agreements, fee sharing, and firm marketing activities. Our attorneys work with clients so that they can be assured that their business and management operations adhere to the highest legal standards in the investment industry. For further insight into the advice and services we offer our investment manager clients, please see the examples below:
- Business Structure and Ownership Agreements: Counseling founders on business structure and negotiating ownership and founders’ agreements.
- Representative Matters: Providing guidance on registered representative matters, including the interpretation of restrictive covenants in the investment industry (e.g., non-competition, non-solicitation, and confidentiality), onboarding new representatives, and structuring fee arrangements.
- Seeding Relationships: Advising investors and managers on seeding relationships and negotiating seeding agreements.
- Investment Fund Formation and Offerings: Representing investment managers in the structuring and formation of private investment funds and other types of pooled investment vehicles and products, and assisting with related capital raises, ongoing management and compliance with private fund regulation.
- Registration Requirements: Assisting with registration requirements, including the Investment Advisers Act of 1940 (“Advisers Act”), state regulatory requirements, registration requirements for non-U.S. managers under the Advisers Act, and related regulatory filings such as Form ADV (Parts 1, 2 and 3).
- Marketing Activities and Document Review: Advising on marketing activities, reviewing marketing documents, flyers, presentation materials, website disclosures, service and product promotional materials, pitch decks, and investor communications for compliance with SEC Marketing Rule (Rule 206(4)-1).
- Regulatory Examinations: Assisting with regulatory examinations from multiple agencies, including routine examinations by the SEC, state agencies, and FINRA.
- Compliance and Policy Reviews and Regulatory Filings: Supporting annual compliance reviews and regulatory filings, including reviewing compliance manuals, code of ethics, Form ADV, Form PF, and anti-money laundering policies.
- Regulatory Compliance: Advising clients on regulatory compliance relating to topics such as soft dollars, custody, personal trading, outside business activities and disciplinary reporting, performance reporting and assets under management.
- Service and Product Development: Assisting with the development of new investment advisory and investment banking services and products, including drafting client agreements, sub-advisory agreements, communications, consents and disclosures for both retail and institutional clients, and developing templates for investment policy statements, client profiles and fee schedules.
Mergers & Acquisitions
At Hills Stern, our attorneys have extensive expertise with the unique area of investment adviser mergers and acquisitions (M&A). We understand the complexities and nuances involved in these transactions and provide comprehensive legal support to ensure an efficient process from inception to completion. Our attorneys are adept at navigating the regulatory landscape and addressing the unique risks and challenges faced by investment advisers during M&A activities.
Our services in the investment adviser M&A space include:
- Strategic Planning and Structuring: Advising on the optimal structuring of transactions to meet strategic business goals and regulatory requirements. This includes initial planning, due diligence, and deal structuring.
- Regulatory Compliance: Ensuring compliance with all relevant state and federal regulations, including SEC and FINRA rules, and managing the regulatory approval process.
- Due Diligence: Conducting thorough due diligence to identify potential risks and liabilities, including reviewing financials, client agreements, employment contracts, compliance records, and other critical documents.
- Contract Negotiation and Drafting: Drafting and negotiating all necessary transaction documents, including purchase agreements, confidentiality agreements, and transition service agreements, ensuring that our clients’ interests are fully protected.
- Client Transition and Integration: Assisting with the smooth transition of client accounts and advising on integration strategies to combine operations efficiently post-transaction.
- Representative Matters: Addressing representative-related issues, including the negotiation of representative agreements, client retention strategies, and managing changes to fee structures.
- Risk Management: Identifying and mitigating potential risks associated with M&A transactions, including regulatory compliance, and operational risks.
- Post-Transaction Support: Providing ongoing legal support post-transaction to address any issues that arise and to ensure a successful integration of the merged or acquired entity, including required notices to state and federal regulators.
Investment Adviser Compliance Training
At Hills Stern, we provide specialized compliance training services tailored to investment advisers, focusing on internal policies, procedures, codes of ethics, and the handling of confidential and material non-public information (MNPI). Our training sessions equip staff with the knowledge and skills needed to navigate complex ethical considerations and regulatory requirements within their specific organizational frameworks.
Our training programs cover a wide range of topics, including:
- Understanding Client-Specific Policies and Procedures: We offer guidance on interpreting and applying internal codes of ethics, standards of conduct, personal trading, private policies and information management protocols relevant to our clients’ investment operations.
- Confidentiality and Data Protection: Emphasizing the importance of safeguarding confidential information and MNPI, our training ensures participants understand best practices for handling sensitive data, maintaining confidentiality agreements, and adhering to client-specific information management protocols.
- Identifying and Managing Conflicts of Interest: Educating professionals on recognizing and addressing potential conflicts of interest within their roles and organizational structures. This includes strategies for mitigating conflicts and compliance violations, disclosing relevant information, and upholding transparency and accountability in alignment with code of conduct policies.
- Compliance with Regulatory Requirements: Providing an overview of relevant laws, regulations, and industry standards that govern ethical conduct and the handling of confidential information. Participants gain a clear understanding of their compliance obligations and practical steps to ensure adherence to client-specific regulatory requirements.
- Case Studies and Practical Scenarios: Through interactive exercises and real-world case studies, participants apply ethical principles and compliance concepts within the context of their client’s policies and procedures. This hands-on approach enhances learning outcomes and fosters a deeper understanding of ethical decision-making processes within the client’s organizational framework.
Our training services are delivered by experienced legal professionals with expertise in ethics, compliance, and regulatory matters, many of whom have served as in-house counsel. Whether through customized workshops, online seminars, or one-on-one consultations, we tailor our training programs to meet the specific needs and objectives of our clients.
