Investment Management

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 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.

Represented an investment advisor against 10b-5 security fraud claims, prevailing on a motion to dismiss in the Eastern District of Pennsylvania and then successfully arguing on appeal to the Third Circuit which affirmed the District Court’s opinion.

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 a whistleblower providing information on securities-related violations to the SEC, IRS, and DOJ programs. Has represented numerous other whistleblowers, including those filing complaints in pursuit of the Whistleblower Bounty Program.

Defense of securities fraud, common-law fraud, and breach of fiduciary duty before New Jersey Superior Court.

Represented a former advisor of a regional investor services company against an NY state claim that they had misappropriated confidential client information and trade secrets. Moved to dismiss the case based on lack of jurisdiction, which was successfully granted by the court.

Successfully defended against the issuance of a Temporary Restraining Order and Preliminary Injunction claiming the misappropriation of confidential client information and breach of contract in New Jersey State Court against an advisor who departed from Edward Jones LLP and joined a competitor.

Represented a Tennessee-based Registered Investment Advisor (RIA) in a suit against former owners and employees regarding misappropriated trade secrets, confidential information retention, and unlawful competition. Subsequently filed arbitrations and successfully settled without the need for litigation.

Represented one of the General Partners in the negotiation and restructuring of the Distribution Agreement among the General Partners of Odyssey Partners, LP.

Partnered with major international law firm as essential team member in a high-stakes and high-profile trial defending a hedge fund and its principal against breach of contract accusations brought by former employees, and asserting counterclaims for breach of fiduciary duty and defamation. Duties encompassed witness preparation, examination drafting, supervision of junior attorneys, drafting of critical motions and applications, involvement in oral arguments, and regular communication with opposing counsel and the trial judge.

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 Korean securities firms in FINRA arbitration against a former executive and a simultaneous state court lawsuit brought by the former executive. Successfully appealed and obtained reversal of the trial court’s denial of our motion to compel arbitration, ending the court litigation and forcing the former executive to submit to a more favorable FINRA arbitral forum.

Negotiated a contract for data collection on a global basis between a consultancy and one of the largest investment banks in the world, with a particular focus on international data transfer laws and regulations.

Successfully represented an RIA that had jumped from Edward Jones to Thurston Springer Financial and was accused of soliciting former clients in violation of his employment agreement. Secured a rejection of Edward Jones' motion for a temporary restraining order and preliminary injunction. (Edward Jones v. John Kerr and Thurston Springer Financial (Southern District of Indiana 1:19-cv-03810))

Represented a broker who moved from Edward Jones to Ameriprise Financial who was facing breach of contract, misappropriation of trade secrets, and breach of fiduciary duty claims. Successfully secured a denial and dismissal of Edward Jones' request for a temporary restraining order. (Edward Jones v. James Paul Farrell (Superior Court of New Jersey, Bergen County C-116-1))

Represented a broker who moved from Edward Jones to Ameriprise Financial who was facing breach of contract and trade secret claims. Successfully argued a counterclaim of unfair competition, civil conspiracy, and tortious interference, with the panel awarding our client and Ameriprise a total of $762,000. (Edward Jones v. Peterson and Ameriprise Financial Services, Inc. (FINRA #19-03340))

Represented Nautilus Funding Solutions, LLC, a middle market debt fund in its organization as a Series LLC and fundraising as well as filing as an Exempt Investment Advisor.

Represented Hivemind Investment Fund in its $3 million purchase of Series A4 Preferred Stock of Sannpa Limited d/b/a Fnatics, Inc.

Won Judgment for Issuance of Writ of Mandate for shareholder directing corporation and officer of corporation to produce corporate records. Obtained Judgment of investment company of Contempt following disobedience of Writ of Mandate.

Represented investment funds in several distressed corporate financing and bankruptcy situations, including with respect to bankruptcy-related discovery and litigation.

Represented a Fortune 100 institutional investor asserting securities fraud claims under federal and state law in connection with a bank’s conduct as underwriter, seller, and/or issuer of certain residential mortgage-backed securities.

Represented an investment management firm and several of its employees in an action alleging misappropriation of information relating to derivative contracts with a competitor’s trading partners.

Assessed investment house’s over-the-counter derivatives trading operations, revised policies and procedures to address deficiencies, and provided training for traders.

Investigated and reported to Federal Reserve Board and firm management on whistleblower complaint against investment bank concerning employee misconduct with off-market pricing of Yen options trades, and improper booking and confirmation of derivatives transactions.

On behalf of Independent Counsel appointed by the Securities Exchange Commission, Commodity Futures Trading Commission, Federal Reserve Board, and New York State Banking Department, investigated major investment firm’s domestic and international over-the-counter derivatives business, including primary responsibility for New York marketers and bookrunners, and European transactions and operations. Process included drafting multi-volume report and Executive Summary that presented findings and disciplinary recommendations, as well as multiple presentations to regulatory authorities.

Pursuant to Consent Decree, assessed and reported to the Board of Directors and the New York Stock Exchange on investment house’s policies and procedures for order entry, Rule 144a transactions, margin trading, new account documentation, and supervision of institutional and retail accounts. Recommended changes to policies and procedures based on lessons learned from the investigation.

Represented multinational funds in bankruptcy proceedings arising from the allegations of fraud perpetrated by Bernard L. Madoff Investment Securities LLC.

Represented Lehman Brothers in an IPO of H-Power, Inc., a fuel cell development and manufacturing company.

Represented Cruttenden Roth, LLC (now Roth Capital) in over seven IPOs.

Represented Burnham Securities, Inc. in financing transactions.

Represented and currently represents investment banks and financial institutions, including Paulson Investment Company LLC and Amev Capital Corp, a subsidiary of a Netherlands insurance company based in the U.S.

Represented Lehman Brothers, Inc., DH Blair & Co., and Cruttenden Roth LLC (now Roth Capital LLC), in connection with initial public offerings.

Represented WindAcre Partnership on its participation in the US$16bn acquisition of Neilsen Holdings by a consortium led by Elliott Management and Brookfield Business Partners.

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

Represented various broker dealers in SEC and FINRA enforcement actions.

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

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