CONTACT INFORMATION
215.564.8039 msteiner@stradley.com Download V-Card		Office(s): Philadelphia, PA

Merrill Steiner focuses his practice on federal and state securities law. He advises registered and private investment companies, investment advisers, broker-dealers and commodity trading advisors, as well as other corporations and businesses. His practice includes providing advice regarding compliance with regulations of federal and state securities and commodities regulatory authorities and self-regulatory organizations such as the New York Stock Exchange, the Financial Industry Regulatory Authority (FINRA, formerly NASD) and the National Futures Association.

Examples of his practice experience include:

• advising regarding the registration and FINRA membership of broker-dealers, including start-ups and acquired companies, and handling preparation and filing of applications, forms and related documents, preparation for and attendance at membership interviews and advising regarding personnel registration forms and licensing requirements. Broker-dealers have included, among others, securities lending only broker-dealer, introducing broker using a clearing firm, foreign headquartered broker-dealer and hedge fund distributors. Related documents include business plans and written supervisory procedures and manuals. Advising broker-dealers regarding compliance issues, including conflicts of interest, net capital minimums, handling compliance inspections and examinations by FINRA and responding to deficiency notifications and actions taken in response to deficiencies and violations, and revising policies and procedures and continuing educations needs assessments and plans.
  
  
• advising mutual funds and private investment companies (hedge funds and managed funds) regarding commodity pool operator and commodity trading advisor registration, registration exemptions and exclusions and compliance with disclosure document and notice filing requirements, including drafting and preparation of prospectuses and offering memoranda with disclosure of risks and requirements, and related subscription documents and agreements. For private investment companies, advising regarding offering of their unregistered securities in private placements under exemptions from registration under the Securities Act of 1933 and Securities Exchange Act of 1934, including Regulation D offerings and limited offering exemptions under state securities laws. Mutual funds and private investment companies include master and feeder funds, start-up funds and offshore funds.
  
  
• advising mutual funds regarding investments in derivatives, such as financial futures, currency forward contracts, swap agreements and options; advising regarding requirements of IC Act for segregated assets and/or covering offsetting positions for such investments; and drafting and preparation of disclosure of risks and requirements in prospectuses and statements of additional information.
  
  
• advising regarding state and federal registration and compliance of investment advisers and exemptions and exclusions from registration and handling preparation and filing of applications, forms and related documents. Advising investment advisers regarding compliance issues, including custody and advertising issues, conflicts of interest, codes of ethics, handling compliance inspections and examinations by FINRA, responding to deficiency notifications and actions taken in response to deficiencies and violations, and revising policies and procedures and continuing educations needs assessments and plans.
  
  
• creating and preparing all documentation relating to two closed-end funds that are structured as interval funds, and that engage in a continuous offering of their shares and regular periodic repurchase offers for their shares under Rule 23c-3 adopted under the Investment Company Act of 1940 (IC Act)
  
  
• providing IC Act and securities law advice with respect to purchase and sale transactions of investment advisers and broker-dealers
  
  
• structuring and implementing new U.S. investment companies for a foreign investment fund company, including organizing and registering an investment adviser/broker-dealer firm, registering the new companies in the U.S., advising regarding service providers, distribution services and compliance with investment company, investment adviser and broker-dealer laws and regulations
  
  
• preparing and filing a no-action letter request regarding compliance with insider reporting and trading requirements of Section 16 under the Securities Exchange Act of 1934, and Section 30(h) of the IC Act by insiders of registered closed-end investment companies that are structured as interval funds
  
  
• revising and updating a compliance manual for a broker-dealer that played an important role in a finding of no violations in an NASD audit of the broker-dealer and that was lauded by the NASD examiners in the exit interview as “pristine”
  
  
• advising and preparing documents for the ongoing compliance of registered investment companies, including preparation of board meeting materials and minutes, attendance at board meetings, annual and special updating of registration statements and prospectuses, and revisions of annual and semiannual reports
  
  
• structuring and implementing the reorganization of investment companies, including the organization of new investment companies to acquire the former investment companies, preparation of the board meeting materials and plans and agreements of reorganization, and preparation and filing of the requisite proxy statements and revised registration statement

PERSONAL

Mr. Steiner was Chief of the Military Law Section of Air Force Communications Command, U.S. Air Force as a U.S.A.F. judge advocate officer. He proudly served four years of active and 11 years of reserve duty.