Independent Trustee Counsel
Many of Stradley Ronon’s investment management attorneys have extensive experience as independent legal counsel to independent trustees who oversee a wide range of investment products and investment strategies. We support the independent trustees of open-end retail funds, closed-end funds, mutual funds underlying variable insurance products, ETFs and more. Many of the funds our clients oversee employ complicated investment strategies that can require the development and execution of novel board oversight techniques, including liquid alternative funds, manager-of-managers, fund-of-funds and many other complex investment strategies. Our broad client base allows us to tailor our approach, recognizing that one size does not fit all.
Stradley Ronon’s investment management practice regularly advises clients on a wide variety of ETF-related matters, delivering practical solutions to our ETF clients, their sponsors and investment advisers. We work with boards of directors on all aspects of the establishment and oversight of ETFs, and have extensive experience creating both domestic and internationally focused ETFs, including providing strategic advice on product development and structure. Stradley Ronon counsels actively managed ETFs, as well as ETFs designed to replicate a variety of domestic and foreign securities indexes, including alternative indexes, single-country indexes, and those of broader international sectors and industries.
Our investment management practice counsels advisers on legal, compliance and regulatory matters arising under the Investment Advisers Act of 1940 and other federal and state securities laws; the Commodity Exchange Act (CEA); federal and state privacy laws; ERISA; and other applicable laws and regulations. We also provide advice on corporate, tax, employment, litigation, mergers and acquisitions, and other related matters. Our clients include investment advisers of all sizes – from small, fast-growing startups to some of the largest investment advisers in the world – including those overseeing separately managed accounts, wrap programs, registered investment companies, private funds, commodity pools, and other types of pooled and nonpooled investment vehicles.
Money Market Funds
Stradley Ronon offers one of the premier practices in the nation relating to money market funds registered under the Investment Company Act. We believe that most firms, even those with substantial investment company practices, do not dedicate the resources, as we do at Stradley Ronon, to the labyrinth of money market fund regulation. Money market funds are not an area for “dabblers” – and we have taken a deep dive. While other firms may need to come up to speed on a money market fund question, our money market fund practitioners routinely help clients navigate money market fund challenges. With our seasoned perspective, we tackle money market issues with technical know-how and practical savvy.
Derivatives and Commodities
Stradley Ronon’s derivatives and commodities practice group is an integrated, multidisciplinary team that advises asset managers, collective investment vehicles and other institutional market participants on the evolving regulatory landscape in the United States and abroad for transactions in derivatives. We have extensive experience in structuring and negotiating documentation for both over-the-counter and exchange-traded derivatives transactions, and assist with developing policies and procedures for operating in new markets and under new regulations. We also routinely counsel clients on their status and regulatory obligations as commodity pool operators (CPOs) and commodity trading advisors (CTAs) under the CEA and related regulations of the CFTC and National Futures Association (NFA), as well as on available exemptions from CPO and CTA regulation. We have particular experience assisting entities regulated by the SEC and the Financial Industry Regulatory Authority (FINRA) in structuring their businesses and derivatives transactions.
Private Investment Funds
Our investment management attorneys who focus on private investment funds provide both fund sponsors and institutional investors with practical, high-quality service tailored to the specific needs of our clients. We advise on a wide range of private investment funds, including commodity funds, fund-of-funds, hybrid hedge/private equity funds, master-feeder funds, real estate funds, venture capital funds, SBIC funds and others.
Our experience includes providing the full range of legal services to fund sponsors, general partners, banks and brokerage firms in the formation, structuring, operation and governance of private investment funds both in the United States and offshore. In addition, we represent institutional investors, including university endowments, pension funds, family offices, nonprofit institutions and other financial institutions, seeking to invest in various types of private investment funds.
Our investment management attorneys in our broker-dealer regulatory practice counsel broker-dealers and other financial intermediaries that buy, sell and trade securities regarding all aspects of their regulatory and compliance obligations under the federal securities laws. For example, we routinely provide advice and assistance with respect to broker-dealer status; broker-dealer formation, registration and Self-Regulatory Organization membership; registered representative licensing and regulation; compliance with financial responsibility, recordkeeping, suitability and advertising; written compliance policies and supervisory procedures; and other matters.
Our investment management attorneys who focus on insurance products have extensive experience representing clients on insurance products and investment management matters before the SEC and FINRA, as well as before state regulators. With former SEC and insurance company staff members in our practice, our insurance products group brings an informed perspective to regulatory and enforcement matters, and the relevant knowledge and experience when it comes to understanding insurance products. We have extensive experience with the design, marketing, sale and regulation of variable annuities and variable life insurance products; individual and group annuities; contingent deferred annuities; fixed-index annuities; index-linked annuities; market-value-adjusted products; COLI/BOLI; funding agreements; stable-value wrap contracts; and other innovative products.
Securities Enforcement & Investigations
Attorneys in Stradley Ronon’s securities enforcement & investigations practice have decades of experience helping clients navigate government and internal investigations and securities litigation matters. Our lawyers represent public companies, investment companies, broker-dealers, independent trustees, individuals and other investment advisers in connection with SEC, Department of Justice, CFTC, and other federal and state regulatory agency examinations, investigations and enforcement actions. We also help clients respond to FINRA and other SRO inquiries and investigations. Additionally, we regularly assist clients in conducting internal investigations aimed at identifying areas of risk, devising preventive strategies and taking corrective actions.
Investment Management Litigation
Stradley Ronon represents mutual funds, institutional investors, investment advisers and independent directors in a broad spectrum of litigation matters, including defending clients in civil litigation, prosecuting claims on behalf of aggrieved investors, conducting independent investigations, responding to third-party subpoenas in litigation matters, and advising clients regarding domestic and overseas investor recovery actions. Our representations include, among many others, defending mutual fund independent trustees in excessive-fee litigation and defending a mutual fund complex in a shareholder derivative suit involving auction rate preferred share redemptions.
Investment Management Tax
Stradley Ronon’s national tax practice maintains a special focus on the federal and state tax issues relating to domestic and offshore mutual funds and other commingled investment vehicles. We offer guidance on the taxation and operation of regulated investment companies (RICs) and their foreign wholly owned derivatives trading subsidiaries (controlled foreign corporations, or CFCs). The tax group also advises on ETFs, real estate investment trusts (REITs), real estate mortgage investment conduits (REMICs), fixed investment trusts, collective trust funds, Section 529 plans and various charitable collective funds, among other pooled vehicles. We assist in the formation of private funds, issue tax opinions in connection with fund mergers and reorganizations, advise on the taxation of financial instruments and derivatives held by such entities, and handle many other investment-management-related tax issues.