Financial Services, Investment Funds, and Securities Regulations

Barton’s Finance Team offers the full array of financial services to start-ups, middle-market entities, and large corporations alike.

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 take time to become well-acquainted with the business goals and operating standards that make each client unique. We approach every one of our cases with a business-oriented, value-centric mindset in order to best meet the needs of those seeking our counsel.

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Private Equity

Barton has decades of experience representing private companies and institutional investors. We regularly advise private equity and venture capital investors on the full spectrum of private transactions. As advisors to both portfolio companies and their investors, we offer an extensive network to deliver significant value for our clients from a business and legal perspective. Our attorneys 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 team’s comprehensive skill set enables clients to effectively identify opportunities, execute transactions, and manage post-investment challenges.  Our private equity practice is supported by leading experts in our intellectual property, tax, litigation, bankruptcy, and employment teams.

Barton is an effective and efficient outside general counsel for companies at the venture capital and private equity stage. Barton serves as outside general counsel to equity sponsors’ portfolio companies on a fixed fee basis. We provide an efficient alternative to large equity sponsors’ usual outside counsel, while bringing more diverse expertise and greater resources than a small in-house law department.

Hedge Funds

Barton has decades of experience representing emerging and later stage companies and the institutions and individuals that invest in them. Barton’s hedge fund practice combines our 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.

Barton attorneys have extensive experience launching hedge funds using the full spectrum of investment strategies. We have also assisted 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 lawyers’ industry experience 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 the associated contractual agreements with investment professionals, trading counterparties, investors, third-party service providers such as establishment of prime brokerage and other trading relationships, as well as structuring and documentation of 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 group (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 investors and emerging growth companies.  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.  Our team’s diverse business backgrounds enable us to offer unique, practical solutions that drive client success.  Our business and investment expertise equip clients to secure the capital to build and expand their businesses.  Our team’s business experience enables us to anticipate and fulfill each client’s business needs from launch to scale to acquisition.

Our venture capital attorneys offer deep expertise that boosts returns, optimizes performance and enhances transactional efficiency.  Barton attorneys draw on decades of experience as venture capital investors and advisors to optimize fund structures, deal terms, and execution.  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 to effectively evaluate market trends and to make sound investment decisions.  From fund formation to fundraising and deal structuring, our team offers the experience and expertise to support 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 a comprehensive range of backgrounds to supply 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 DOJ enforcement, compliance, audits,  investigations, and fiduciary obligations.

Barton’s RIA team consists of highly experienced 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

Securities

Barton attorneys provide comprehensive securities law advice for issuers, investors, and financial institutions in the full range of capital-raising and recapitalization transactions. Our securities-focused attorneys help guide clients through federal and state registration of public securities offerings, including both initial public offerings and secondary offerings; private placements and exempt securities offerings; venture capital financings; institutional debt and equity financings; restricted stock transfers; stock exchange and NASDAQ listings; tender offers and going-private transactions; and mergers, acquisitions, exchange offers, and leveraged buyouts.

The securities industry is highly regulated, and it is relatively easy for a securities firm and/or its employees to inadvertently fail to observe all the rules and regulations. Moreover, regulators are under increasing pressure to extract heavy penalties, most often in the form of a monetary fine, for even the slightest infractions 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 both minimal and trouble-free when they do occur.

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

Investment and Advisory Firms:

  • Fund Structure and Formation
  • Performance Fees
  • Performance Disclosures; Section 206(4); Solicitation Fee Agreements
  • Customer Account Structures, including Wrap Fee Issues
  • Conflicts of Interest
  • Section 28(e) and Soft Dollars
  • Form ADV Disclosure Issues

Investigations and Arbitrations:

  • Regulatory Examinations/Audits/SEC and SRO Inquiries
  • Market Surveillance and Enforcement Investigations and Proceedings
  • Wells Submissions
  • Arbitrations and Mediations

Employment and Registration:

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

Financial Services, Investment Funds, and Securities Regulations

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Representative Matters
  • Represented RIAs in 23 Jurisdictions
    • 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, Bartonhas developed recruiting, transition, and practice protection strategies on behalf of RIAs concerned about legal issues. He has been retained to speak to investment firm owners and administrators regarding customized protection plans that will ensure future growth and compliance. His multidirectional approach means he works to proactively protect RIAs, while also representing them if they do become involved in litigation.
  • Represented Broker-Dealers in Compliance Matters
    • 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. Has successfully utilized litigation, arbitration, and dispute resolution when breaches do occur.
  • Counseled Over 300 Firms, RIAs, and Other Financial Advisors
    • 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 Whistleblowers Reporting Violations to Federal Agencies
    • Represented a whistleblower providing information on securities-related violations to the SEC, IRS, and DOJ programs. Represented numerous other whistleblowers, including those filing complaints in pursuit of the Whistleblower Bounty Program.
  • Managed Convertible Promissory Notes OfferingRepresented Core
    • Medica Laboratories Inc. with respect to the offering of its Convertible Promissory Notes.
  • Managed Secondary Sale of Series A Interests
    • Represented Azimuth Quartzy Fund LLC in connection with the secondary sale of Series A Interests in the Fund.
  • Managed Secondary Sale of Unites by JP Morgan to Goldman Sachs
    • Represented a major venture capital fund in the successful secondary sale of units by JP Morgan to Goldman Sachs Management entity.
  • Oversaw $3 Million Offering of Series A-1 Preferred StocksRepresented Core
    • Medica Laboratories Inc. in connection with its$3 MM offering of Series A-1 Preferred Stocks.
  • Oversaw $8 Million Offering of Series C Preferred Units
    • Represented Scientific Intake Co. LLC in the offering of$8 MM of its Series C Preferred Units.
       
  • Advised on Emerging Growth Company’s Convertible Promissory Notes
    • Represented an emerging growth imaging company in the$1.3 MM offering of its Convertible Promissory Notes.
  • Represented Investors in $5 Million Purchase of Series A Preferred Units
    • Represented the investment group in the purchase of $5MM of Series A Preferred Units of a fast casual restaurant company.
  • Aided Venture Capital Fund in Purchase of Convertible Promissory Notes
    • Represented a major venture capital fund in connection with the purchase of Convertible Promissory Notes in an emerging growth medical diagnostics company.
  • Formed Series of Special Purpose Vehicles
    • Represented Arrowhead Capital LLC regarding the formation of a Series of Special Purpose Vehicles in the Cayman Islands for offshore investments.
  • Represented Venture Capital Fund in Secondary Sale of Series A Interests
    • Represented Easton Capital Partners, LP in the secondary sale of certain Series A Interests in the Fund.
  • Negotiated $20,000 Penalty Against Securities Regulator
    • Represented a broker-dealer in negotiating a $20,000 penalty against a securities regulator for failure to have written supervisory procedures that addressed pricing reviews. The counter-party to those very same trades was sanctioned nearly $1,000,000.
  • Aided Litigation Team in Recovery of $4 Million in Arbitration
    • Provided critical legal insights to a litigation team on state registration requirements for securities broker-dealers in over 25 states. The registration issues enabled the litigation team to recover nearly $4,000,000 in referral fees and interest in a FINRA arbitration.
  • Successfully Represented Investment Funds in Litigation
    • Represented multiple private investment funds in successful litigation involving breakup fees.
  • Provided Counsel on Formation and Governance
    • Represented multiple private investment partnerships, broker dealers, and investment advisors, providing counsel on formation and governance issues.
  • Counsel to Former Portfolio Managers Enmeshed in Disputes
    • Represented former portfolio managers in resolving compensation disputes upon termination of employments.
  • Counsel to Investors in Early Stage Financing
    • 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.
  • Successfully Negotiated Secured Revolving Line of Credit
    • 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.
  • Advised Photopurification Co. in Offshore Equity Financings
    • 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.
  • Advised on Securities Registration Requirements Under SEA Legislation
    • 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.
  • Prepared Private Placement Memoranda to Raise Funds
    • 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.
  • Counsel to Biotech Business Related to U.S. National Security
    • Represented a U.S.-based biotech business in a private financing with offshore investors.The biotech business was in a sensitive area relating to food supply and therefore related to U.S. national security.As a result, and notwithstanding the fact that the investors had bargained for only one board seat, a filing with the Committee on Foreign Investment in the Units States was required, which we prepared and submitted.
  • Managed Restructuring of Debt and Equity for Global Marketing Firm
    • Represented a UK-based worldwide marketing firm in the restructuring of the debt and equity of its U.S.subsidiary.The subsidiary had encountered a series of legal challenges, including class action lawsuits regarding some of its operations.We were able to advise on a restructuring with respect to the ownership of the equity of the subsidiary, resulting in 100% ownership moving to our client and advised the client through its sponsorship of an insolvency proceeding to deal with the claims that had been brought against the business.
  • Assisted Designer in Restructuring of Bank Debt and Equity Ownership
    • Represented a major European designer and manufacturer of winter sports equipment in the restructuring of the bank debt and equity ownership of its U.S. subsidiary.We worked with the client to locate new debt financing for the business and advised with respect to the transition from one lender to a successor.We also were able to recommend certain management additions which led to improvements in the business.As the business improved, we also advised with respect to certain marketing joint ventures in the United States and Canada.
  • Counsel to Two Principals Forming Introducing Broker Business
    • 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.
  • Advisor to Sponsor of Media-Focused Venture Capital Fund
    • Advised fund sponsor on the structuring, formation, and fundraising for a new venture capital fund focused on media, entertainment, and technology.
  • Represented Venture Capital Fund on$3 Million Investment 
    • Represented a venture capital fund on a $3 million investment in a Series Seed Preferred Stock Financing of a social media and music technology company.
  • Advised on $3 Million Series A Financing
    • Advised a healthcare technology company on a $3,000,000 Series A financing.
  • Aided Foreign Tech Company in Restructuring and Financing of $1.2 Million
    • Represented an India-based advertising technology company with respect to restructuring of its U.S. parent and Indian subsidiary, and Series Seed Preferred Stock Financing of $1.2 million, which was led by one of India’s most prominent venture capital funds.
  • Advised Tech Company on Investment from Google Ventures
    • Advised an emerging technology company on its pre-seed and seed financing rounds, including an Investment from Google Ventures.
  • Represented Media Co. in Seed Financing of $500,000
    • Represented a Middle-Eastern media company on its Series Seed Preferred Stock Financing of $500,000 with a sovereign wealth fund investor.
  • Advisor to AI Company Regarding SAFE Financing
    • Advised an artificial intelligence technology startup on its $500,000 SAFE financing.
  • Advisor to Hardware Tech Company Regarding Restructuring, SAFE Financing
    • Advised a hardware technology company on its restructuring and a SAFE financing of$150,000.
  • Provided Counsel on Formation of U.S.-Managed Private Equity Fund
    • Advised a fund sponsor on structure and the formation of a U.S.-managed private equity fund focused on the food and beverage industry.
  • Restructured Private Investment Vehicles with $350 Million in Assets
    • Advised a Canadian asset manager on the restructuring of several private investment vehicles with assets totaling $350 million.
       
  • Advisor to Lithuanian Blockchain Technology Company
    • Advised a Lithuanian blockchain technology company on a $735,000 pre-seed financing and restructuring of a Lithuanian blockchain technology company with a Swiss parent.
  • Counsel to Music Tech Company in SAFE Financing
    • Advised a music technology startup with respect to its $150,000 SAFE financing.
  • Advisor to Indian Tech Company on $1.2 Million Series A Financing
    • Advised an Indian early-stage technology company on its Series A financing of $1.2 million.
  • Advisor to Hospitality Tech Company on Pre-Seed and Seed Financing
    • Advised a hospitality technology company on its Series Pre-Seed Preferred Stock Financing of $225,000 and its Series Seed Preferred Stock Financing of $350,000.
  • Advisor to Indian Marketing Co. on $300,000 Financing
    • Advised an India-based marketing technology company on its Pre-Seed Preferred StockFinancing of $300,000, led by a U.S.venture arm of a prominent accelerator and venture fund in India.
  • Represented Sovereign Wealth Fund in First U.S. Investment
    • Represented a sovereign wealth fund in its $500,000 Seed investment into a U.S. media technology company; the fund’s first investment in the United States.
  • Advisor to Healthcare IT Co. Regarding Financing Rounds
    • Advised a healthcare focused information technology company on several rounds of funding, including a Series Pre-Seed Common Stock Financing of $100,000 and a Series Seed Common Stock Financing of $350,000, as well as a private sale of restricted founder stock for $75,000.
  • Advisor to Marketing Tech Co. on Investments from Venture Capital Fund
    • Advised a marketing technology company on its Series Seed and Series A financing rounds, including investments from a large venture capital fund and accelerator, as well as a corporate venture capital fund. Also advised the company on the restructuring of its U.S. parent and Colombian subsidiary.
  • Advised Management Company Regarding $6.5 Billion Master Fund
    • Advised a U.S. management company on the wind-up of a $6.5 billion master fund.
  • Counseled Company Regarding Listing on OTCQX International Market
    • Represented a TSX-listed Canadian middle market industrial equipment company with respect to its listing on the OTCQX International market, providing ongoing counsel with respect to U.S. securities and disclosure requirements.
  • Represented TSX-V Listed Oil/Gas Exploration and Production Co.
    • Represented a TSX-V listed oil and gas exploration and production company with respect to its listing on the OTCQX International, including ongoing counsel on U.S. securities laws and disclosure matters.
  • Represented Company on OTCQB Marketplace Listing
    • Represented a TSX-V-listed oil and gas company on its listing on the OTCQB marketplace.
  • Represented African Company on OTCQX Listing
    • Represented an African potash exploration company with respect to the listing of its shares on the OTCQX International marketplace.
  • Represented Private Equity Firm in First PIPE Investment
    • Represented a New York-based private equity firm in its first private investment in public equity (“PIPE”) investment in a China-based NASDAQ-listed company engaged in the manufacture and distribution of pharmaceuticals for the domestic Chinese market.
  • Counseled Energy Developer Regarding Minority Interests in Natural Gas Pipeline
    • Represented an independent Mexican energy developer regarding the 20% minority interests in an equity and debt financed $750 million natural gas pipeline infrastructure project. Also negotiated joint venture arrangements in which a Swiss private equity fund acquired the majority interest of a New York private equity fund.
  • Provided Series A and B Convertible Preferred Stock Financings
    • Provided Series A and B Convertible Preferred Stock financings for venture funds as well as target companies engaged in online procurement, telecommunications software integration, medical instrumentation, and other businesses.
  • Assisted Petroleum Company in Financing, Global Tax Structuring
    • Represented a Canadian petroleum company and global exploration and production group, in oil and gas exploration and production activities, as well as financing and global tax structuring.
  • Represented Global Commodities Trader in Anchor Investment
    • Represented a Singapore-based global commodities trader in its anchor investment in a United States energy mezzanine credit opportunities fund sponsored by a U.S.-based private equity firm.
  • Represented Family Office in Later Stage Venture Capital Investments
    • Represented a South Asian family office in various later stage venture capital investments in a Shanghai-based video streaming and media group, internet payment processing company, and U.S.-based drug development company based upon investigation of traditional Chinese medicine protocols.
  • Provided Bridge Financing for Angel Investor
    • Provided bridge financing for an angel investor investing in the combination of a South Korean manufacturer of integrated CDMA/GSM/3G cellular phones and personal data address book organizers and a California-based distributor of cellular products.
  • Provided Equity Financing for Investment in Chinese Joint Venture
    • Provided equity financing for a U.S. investor in a mainland Chinese joint venture established to commercialize cosmetics in the domestic Chinese market.
  • Managed Investments of Private Equity Firm Portfolio Companies
    • Managed various power plant investments in the United States for the portfolio companies of a leading Texas-based private equity firm focused on power generation assets.
  • Aided in Formation ofCayman Islands-Based Private Equity Fund
    • Handled the formation of a Cayman Islands-based private equity fund and feeder fund along with the concurrent acquisition of a Canadian oil-services equipment provider.
  • Provided Bridge and Series A Financing for Angel Investor
    • Provided bridge financing and subsequent Series A financing on behalf of an angel investor investing in a limited liability company engaged in distribution of optical products.
  • Aided in Formation of Parallel Domestic and Offshore Funds
    • Handled the formation of parallel domestic and offshore venture capital funds to invest in early stage digital media companies.