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Financial Services, Investment Funds, and Regulatory Compliance

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Barton’s Finance Team offers a full array of financial services to start-ups, middle-market entities, and large corporations, as well as private equity and venture capital funds.

Practices > Financial Services, Investment Funds, and Regulatory Compliance
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Extensive experience coupled with an ear to the ground on ever-changing market trends provide Barton attorneys with a nuanced, analytical understanding of the current business climate. We’ve handled matters pertaining to private equity funds, hedge funds, venture capital, broker-dealers, and registered investment advisors, while offering services ranging from fund formation to regulatory compliance to litigation. Despite having a diverse client base, Barton attorneys approach each matter with a business-oriented, value-centric mindset in order to best meet the needs of clients. With a focus on problem solving, our approach fosters an integrated relationship with our clients. We serve as our clients’ outside general counsel, providing effective guidance and solutions to day-to-day challenges. Our intellectual property, tax, litigation, bankruptcy, and employment teams support our Finance Team seamlessly due to our integrated, collaborative, and streamlined model.
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Private Equity

Barton has decades of experience representing private companies, institutional investors, and private equity funds. As a partner to our clients, we help them to form and launch their funds, identify opportunities, execute transactions, and manage post-investment challenges. We offer an extensive network that delivers value from both business and legal perspectives. We maintain significant relationships with the asset managers and industry pioneers that play an important role in the development of new products and markets, as well as in the repositioning, acquisition, and divestiture of established and transitioning businesses. Our private equity practice is supported by leading experts on our intellectual property, tax, litigation, bankruptcy, and employment teams. Barton is an effective and efficient outside general counsel to equity sponsors’ portfolio companies at the venture capital and private equity stage. We provide an efficient alternative to large equity sponsors’ usual outside counsel, while bringing more diverse experience and greater resources than a small in-house law department.

Hedge Funds

Barton’s hedge fund practice combines our firm’s traditional strengths with attorneys who have significant industry experience, including the former Chief Financial Officer and Chief Compliance Officer for a leading private fund manager and a former FINRA Compliance Examiner. Our team works to provide clients with experienced, practical advice and access to a range of disciplines. Our sophisticated team has launched hedge funds using the full spectrum of investment strategies.

We also assist fund managers in a broad range of business ventures, including the negotiation, modification, and termination of seed capital arrangements; acquisition of new investment strategies through employment, business acquisitions, and joint ventures; and private equity investments in advisory entities. Our team’s industry knowledge provides an invaluable perspective on the challenges and opportunities facing participants in the hedge fund management industry. This experience makes Barton particularly effective in structuring, negotiating, and documenting complex fund structures and tailoring the associated contractual agreements with investment professionals, trading counterparties, investors, and third-party service providers. We assist with the establishment of prime brokerage and other trading relationships and structure and document derivatives transactions.

We provide counsel regarding intricate business arrangements that are subject to increasingly complex—and often dynamic—cross-border legal, tax, and regulatory regimes. We leverage our various practice groups (employment, intellectual property, tax, litigation, and bankruptcy) in providing a full range of services to hedge fund management groups.

Once the funds are operational, Barton provides transactional-focused services utilizing the firm’s capabilities in such areas as mergers and acquisitions, capital markets, and energy. Our bankruptcy and creditors’ rights attorneys provide their services relating to distressed credit strategies, due diligence, credit facilities, and issues that arise in bankruptcy filings. We regularly represent funds in the acquisition or divestiture of distressed assets, debt, and claims.

In addition to our representation of hedge fund management groups, Barton provides legal services to institutional investors.

Venture Capital

Barton’s Venture Capital team has extensive experience advising venture capital funds and emerging growth companies. We are dedicated to creating value for early-stage companies and investors. We offer innovative and practical solutions for clients throughout the entire business lifecycle, from structuring and formation to financing, growth, development, and scaling their companies and funds.

As entrepreneurs, investors, and executives ourselves, we intimately understand the challenges and opportunities that emerging companies and venture investors must navigate to attain success. Barton attorneys are dedicated to creating value for early-stage clients. We strive to support early and late-stage clients throughout the entire business lifecycle, from structuring and formation to financing, growth, development, and scaling their companies. Barton has advised on thousands of Series Seed, A, B, C, D, and convertible debt financings for venture funds and emerging growth companies. Our team’s diverse business backgrounds enable us to offer unique, practical solutions that drive client success. Our goal is to equip clients to secure the capital to build and expand their businesses. Our team’s business acumen enables us to anticipate and fulfill each client’s business needs from launch to scale to realization. We work with clients to optimize fund structures, boost returns, and enhance transactional efficiency.

Our venture capital team collaborates closely with our private equity, tax, intellectual property, and corporate finance attorneys to provide complete legal solutions. We offer a multi-faceted perspective to help venture capital clients effectively evaluate market trends and make sound investment decisions. From fund formation to fundraising and deal structuring, our team supports our clients’ success and the success of their portfolio companies.

Broker-Dealers

Barton attorneys have a long history of working with broker-dealers to navigate compliance and regulatory issues that have the potential to affect their day-to-day business. Our services include broker-dealer formation, broker-dealer sales and acquisitions, employment and termination of registered representatives, and counsel during any FINRA investigations. If the need arises, our attorneys will zealously represent our clients in all FINRA-related litigation and enforcement proceedings. Our attorneys draw upon a broad base of experience in the broker-dealer, regulatory, and advisory areas. Barton’s clients benefit from our ability to draw upon the knowledge of our attorneys in other practice areas to provide our broker-dealer clients with a full complement of legal services.

Registered Investment Advisors

Barton attorneys frequently act as counsel for registered investment advisors (RIAs) in respect to all aspects of the advisory practice. With the Securities and Exchange Commission’s (SEC) and individual states’ constantly growing regulatory jurisdictions, Barton sets the standard in assisting our clients with the legal and compliance aspects of maintaining a successful practice. Barton assists all sizes of RIAs, from those that are local and independent to some of the largest affiliated practices in the country. Our team regularly represents clients in all matters related to fund and asset management, strategic planning, SEC and Department of Justice enforcement, compliance, audits, investigations, and fiduciary obligations. Barton’s RIA team consists of seasoned transactional counsel who take the lead in formation, structure, and funding issues as well as litigators who defend claims against and advocate on behalf of RIAs in multiple jurisdictions throughout the country. Our legal services for RIAs include:

  • Fund structure and formation
  • Performance fees
  • Performance disclosures; federal securities regulation Section 206(4); solicitation fee agreements
  • Customer account structures (including wrap fee issues)
  • Conflicts of interest
  • 1934 Act Section 28(e) and soft dollars
  • Form ADV disclosure issues
  • Regulatory examinations; audits; SEC and SRO inquiries
  • Market surveillance and enforcement investigations and proceedings
  • Wells Act submissions
  • Arbitrations and mediations

Regulatory Compliance

Securities firms are highly regulated, and it is relatively easy for a securities firm and/or its employees to inadvertently fail to observe certain requirements. In addition, regulators are under increasing pressure to extract heavy penalties, most often in the form of a monetary fine, for even the slightest infractions committed by a securities firm and/or its employees. The attorneys in Barton’s Securities Regulatory Group realize that individuals employed in the securities industry want to focus on the business at hand and not waste precious resources dealing with extraneous regulatory matters. We counsel our clients so that interactions with regulators are as smooth as possible.  The Securities Regulatory Group is called upon to advise clients on matters that are directly related to their securities activities, including:

  • Formation and Capital Structure
  • Membership Applications
  • Registration Issues
  • Floor Trading Violations
  • Examinations, Investigations, and Enforcement Proceedings

Clients also request the Securities Regulatory Group to provide counsel in many of the following areas:

  • Procedures, Policies, and Programs
  • Written Supervisory Procedures
  • Anti-Money Laundering Procedures
  • Continuing Education Programs
  • Business Continuity/Disaster Recovery Plans

Employment and Registration:

  • Employment and Consulting Agreements
  • Forms BD, U-4, and U-5
  • Licensing, Registrations, and Disqualifications
  • Wrongful Termination

 
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Financial Services, Investment Funds, and Regulatory Compliance

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Representative Matters

Represented practice seller for breach of practice purchase agreement for purportedly failing to refund initial payment following quarterly AUM assessment post-closing.

Counsel clients in connection with practice purchases and sales, including practice assessment, negotiating transactions, and drafting agreements.

Represent broker-dealers in connection with CFP Board inquiries arising out of industry disputes with former employers for breach of restrictive covenants and trade secret misappropriation claims in FINRA arbitration proceedings.

Represent non-party, non-FINRA members in connection with third-party subpoenas issued by FINRA panels under the Federal Arbitration Act.

Represent newly transitioned broker-dealers in FINRA industry disputes by former non-protocol employers for purported breach of restrictive covenants and misappropriation of trade secrets.

Advise broker-dealers in connection with transitioning from non-protocol employers to competitive practices, with focus on industry best practices.

Has represented RIAs in 23 different jurisdictions (including in AAA and FINRA arbitrations) regarding SEC compliance, customer complaints, and employment related matters. In an effort to proactively prevent expensive litigation, our team has developed recruiting, transition, and practice protection strategies on behalf of RIAs concerned about legal issues. We regularly represent registered investment advisors and advisory firms in advisor transitions, having assisted in approximately 775 advisor transitions in the last 15 years.

Has represented numerous broker-dealers in all aspects of compliance related matters in FINRA. Represents advisors, partnerships, and teams during transitions between competitors (both the recruitment and pursuit of) in order to ensure regulatory compliance and prevent breach of contracts or law. Has applied for court intervention, temporary restraint, and preliminary injunctions to prevent out-going advisors/talent from unfairly competing against their former employers. Our team utilizes litigation, arbitration, and dispute resolution when breaches do occur.

Counseled in excess of 300+ firms, registered representatives, and/or financial advisors in the transition between competitor firms, broker-dealers, investment advisory firms, or brokerage and fee-based employment.

Represented the lead investor and other investors in a second round of early stage financing for Preen.me, the world’s leading social beauty platform. We negotiated with the company’s noteholders and stockholders to revise Preen.me’s balance sheet to accommodate the investment structure desired by the new investors.

We regularly prepare private placement memoranda that our clients use to raise funds in offerings that are exempt from the registration requirements of U.S. securities laws. We have prepared offering documents for medical device businesses, hospitality businesses, investment funds, and private equity funds, among others. Our experience with private placements also extends to compliance with “blue sky,” or state securities, laws.

Represented a Finnish sponsor of a web-based business, the purpose of which is to match investors with start-up ventures based outside of the U.S. In the course of advising, we reviewed the positions that the Securities and Exchange Commission had taken with respect to its rules regarding private placement offerings that are exempt from the registration requirements of the Securities Act of 1933 and also the registration requirements for broker/dealers under the Securities Exchange Act of 1934. We were able to structure a business plan that satisfied the client’s goals.

Represented R1 International (Americas) Inc., a prominent trader of natural rubber, and its Singapore-based parent in the negotiation and completion of a secured revolving line of credit. As a trader of a commodity that trades in both the spot and futures markets, we were able to assist our client in developing a workable framework for the financing with its bank lender that took into account all of our client’s assets.

Represented SurePure, Inc. in a series of offshore equity financings involving shares of its common stock in transactions that were structured to comply with Regulation S under the Securities Act of 1933. We also prepared the Company’s registration statement to be filed to register the resale of the shares that were sold in the financings.

Represented the financial advisor to the purchaser in the privatization of certain Albanian oil and gas properties, principally three oil and gas exploration and development sites. Our client was an offshore advisor that was knowledgeable with respect to governmental processes and procedures in Albania. The purchaser was a U.S.-based small cap public company. The client’s advisory compensation package was structured as a combination of cash and securities of the purchaser and provided for compensation for future, as well as current, services, in excess of $20,000,000. As a result and among other aspects, we advised our client on issues relating to compliance with U.S. securities laws.

Represented two principals who formed an introducing broker business that was spun out of a major international bank. In this transaction, we were able to advise on the complex compliance aspects of the planned structure, as well as put the desired structure in place. We also advised on the formation of entities for the various lines of business for the introducing broker, producing documentation that reflected the business and personal requirements of the new owners. We worked closely with our clients’ other advisors to deliver the desired result.

Represented multiple private investment funds in successful litigation involving breakup fees.

Represented former portfolio managers in resolving compensation disputes upon termination of employments.

Represented DHL in its: US$90m minority investment in ASTAR Air Cargo Holdings; Two internal restructuring of DHL’s operations in the United States; US$1.4bn acquisition of Airborne; Sale of DHL Airways to BD Air Partners.

Represented multiple private investment partnerships, broker dealers, and investment advisors, providing counsel on formation and governance issues.

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