Investment Management

Our lawyers advise on the anti-money laundering (AML) rules and regulations, with a focus on issues involving the US Bank Secrecy Act, the US PATRIOT Act, and the Financial Crimes Enforcement Network (FinCEN) regulations. We are particularly well versed in counseling financial institutions in applying and complying with AML laws and regulations. We assist clients with reviewing, drafting, and implementing AML compliance policies and protocols, and we provide training to employees at all levels. Because every company is different, we tailor these programs for clients’ specific business needs.

We have experience with financial institutions’ trade-based money-laundering matters, and their link to multiple OFAC embargo and country sanctions regulations. We also counsel clients on the aspects of sanctioned persons screening, including Specially Designated Nationals (SDNs) and blocked parties.

As required by agencies or under the applicable AML regime, we assist clients with filing registrations, reports, and other related documentation with relevant US government agencies. We also assist with establishing and strengthening AML compliance programs and developing systems for maintaining required records. We provide ongoing training to employees about applicable AML regimes, and when necessary, periodically test AML procedures programs.

In today’s highly regulated environment, we advise US and global financial services organizations on major bank and financial regulatory issues affecting their operations. We support the activities of diversified financial services firms in their bank, securities, asset management, and insurance activities, as well as their core internal operations and governance activities. Our work complements the firm’s strengths in securities, asset management and fiduciary, insurance, retirement and employee benefits, and financial services litigation.

We counsel banking and financial services organizations on regulatory application, interpretive, supervisory, examination, compliance, and enforcement issues. Many of our lawyers have experience working at federal regulatory agencies and in senior in-house positions, which allows us to counsel clients on key legislative and regulatory developments. We advise on the requirements and impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the multitude of regulatory activities taking place as a result of Dodd-Frank and other US and global regulatory developments.

Morgan Lewis regularly deals with major bank and financial regulatory agencies. These include, the United Kingdom’s Financial Conduct Authority and, in the United States, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corp. (FDIC), the Consumer Financial Protection Bureau (CFPB), and other key federal and state financial regulatory agencies.

We routinely work with clients on:

• Formation of new entities and investments in existing companies
• Capital raising and funding activities
• Regulatory capital
• Management oversight and governance
• Risk management issues and requirements
• Mergers, acquisitions, and other business combination activities
• Establishing or closing domestic and foreign branches and offices
• Charter conversions
• Retail and institutional product and service offerings
• Financial regulatory limitations and restrictions
• Preemption questions
• Financial consumer compliance
• FDIC liquidation- and resolution-related activities
• Payments systems and card network regulation and compliance
• Bank fiduciary, wealth and asset management, and asset administration activities

Our investment management lawyers routinely counsel financial market participants on broker-dealer regulation and securities trading. We have experience in market structure, trading, and other regulatory issues, including the regulation of national securities exchanges, electronic communications networks (ECNs), and alternative trading systems (ATSs). Clients turn to us for advice on compliance issues, such as those relating to fixed-income securities and capital markets activities.

Morgan Lewis is a leader in investment management transactional advice, with elite teams of deal lawyers focused on both domestic and international asset and wealth management transactions worldwide. With more than 150 regulatory and fund formation lawyers supporting transactions in offices across strategic hubs in North America, Asia, Europe, and the Middle East, we offer truly global reach to bring our clients’ ambitious deals to fruition.

Industry leaders and emerging companies alike turn to Morgan Lewis to deliver exceptional results in the full array of investment management transactions. Our experience includes acquisitions and sales of investment managers, minority investments in traditional and alternative asset and wealth management firms, spinouts and liftouts of investment management businesses and teams from larger organizations, and capital market and credit transactions involving investment management firms. Clients also benefit from our ability to call upon the rich industry experience and keen insights of colleagues in Morgan Lewis Consulting LLC to help steer deals to optimal outcomes.

We have particular experience with majority-minority ownership structures; “operating autonomy” governance arrangements; strategic minority investments and the “institutionalization” of alternatives firms; and the complex structural, financial, tax, and regulatory considerations that these types of transactions present. Informed by our extensive background representing acquirers, sellers, management teams, and investment management firms, our deep familiarity with the perspectives of transaction participants on all sides means we can swiftly overcome both common and complex hurdles that threaten to sideline successful deals.

Morgan Lewis advises bank and trust company trustees, bank and nonbank investment managers, and other US retirement service providers on new product development. We counsel these clients on establishing and operating collective investment trusts (CITs), Revenue Ruling 81-100 group trusts, and other retirement investment products. We also advise on matters involving bank regulations, ERISA, the SEC, tax, and operational compliance.

We regularly counsel leading financial services firms on fund structures, including collective investment funds and group trusts. Our lawyers draft documentation for these vehicles, paying special attention to legal compliance and risk management, business objectives, market practices, and distribution channels. Our team makes the necessary government filings to establish and maintain these vehicles. In particular, we understand the complicated framework governing bank collective funds, including issues that arise when these funds are advised by affiliated or third-party investment managers.

Clients turn to our investment management team for guidance on compliance matters. We help investment company complexes, investment advisers, and broker-dealers develop codes of ethics, insider-trading restrictions, and other compliance policies and procedures. We conduct or help clients conduct self-examinations and internal compliance audits.

Many of our registered investment company and registered investment adviser clients seek our guidance on developing and reviewing their compliance programs. Our approach is tailored to each client’s needs, resources, and staffing. Some of these engagements are multiyear projects for large mutual fund organizations, involving a team of more than 25 lawyers working in secure electronic workrooms to manage workflow. Other engagements are more targeted, spanning a few days or weeks and involving only a handful of lawyers.

Working with clients in all facets of the energy, financial services, and derivatives markets, Morgan Lewis lawyers offer transactional, advisory, enforcement, and litigation services in connection with the structuring, offering, and trading of futures, foreign exchange (FX), energy, and derivative products in the United States and abroad. Our work in the energy regulation, investment management, securities enforcement, and securities litigation areas enables us to collaborate with clients and develop sophisticated and pragmatic solutions to marketplace and regulatory issues.

Many of our lawyers have held positions with US regulatory agencies, including the Federal Energy Regulatory Commission (FERC), FINRA, CFTC, and SEC. This background enables us to provide valuable insights into regulatory policies and priorities.

Our team works closely with the firm’s derivatives lawyers on transactions involving over-the-counter (OTC) options, swaps, structured notes, and similar instruments. We collaborate with our energy practitioners on enforcement and trading issues involving energy products, including pollution and other emission credits. The principal matters our lawyers handle are:

• Regulation of financial exchanges
• Regulation of financial futures and FX
• Cross-border and foreign regulatory issues
• Regulation of futures commission merchants (FCMs), broker-dealers, investment advisers, and funds
• Advice on FX and futures clearing operations
• Product development and regulation
• Documentation, including FCM agreements, futures give-up documentation, prime brokerage agreements, ISDA master agreements, master repurchase agreements, and securities lending agreements
• ERISA, fiduciary, and party-in-interest concerns
• Tax issues
• Litigation and enforcement (SEC, FERC, CFTC, and FINRA)
• Bankruptcy and creditors’ rights issues

Our lawyers work in the following areas:

• Nuclear, gas, oil, petrochemicals, and electric regulation and compliance requirements
• Financing and structured transactions for nuclear and other utilities
• Futures regulation and trading issues, including US-listed futures trading matters, EU-listed futures trading matters, and regulation of FCMs, introducing brokers, and associated persons
• FX/Forex regulatory and trading matters
• CFTC and National Futures Association (NFA) regulatory and compliance matters, including CFTC and NFA regulatory structures of US regulators; commodity trading adviser (CTA), commodity pool operator (CPO), and commodity pool registration and compliance issues; and FCM documentation and compliance issues
• EU/Financial Services Agency (FSA) regulation and litigation
• US litigation and enforcement
• Commodities- and derivatives-related tax matters

We guide financial institutions and investment managers through the legal intricacies of international operations. Clients rely on our counsel regarding establishing offices and operations inside and outside the United States; developing and offering financial products and services sold internationally; and building global compliance programs. In cross-border business matters, our comprehensive counsel covers compliance with local marketing restrictions, local authorizations, and exemptive relief, as well as concurrent compliance with US and local law.

For all of our clients, we monitor the continually evolving regulatory developments that shape the dynamic global landscape. Using our own resources across the United States, Europe, the Middle East, and Asia, we also partner with a trusted network of local counsel. We match lawyers to matters based on their particular strengths in areas such as regulation of brokerage services, asset management, capital markets, retirement services, banking, and insurance. Our team manages multijurisdictional surveys that address legal issues in these and other areas of financial services regulation.

Marketing and Offering Financial Products & Services

We counsel our financial services clients on the restrictions on marketing their products and services around the world. We develop country-by-country and global policies and procedures for marketing across borders and within each country. Our lawyers advise on the use of foreign-language materials, website content, in-country road shows, disclosures and disclaimers, in-country solicitors, marketing targeted at institutional investors, and participation by local affiliates.

Registration, Licensing & Exemptions

We help clients understand when and why local registrations and authorizations are necessary, and help develop the organizational structures and policies that best meet their needs. Our lawyers work with clients to obtain applicable authorizations, licensing, and exemptive relief, or to operate in such a manner that local authorizations are not required. For example, we obtain exemptive relief from local regulators for the provision of financial services exclusively to institutional investors, and advise clients on offering unregistered funds on a private-placement basis.

Establishment of Local Operations

We work with local counsel around the world to determine the best structure for each client’s operations in each jurisdiction. In addition to helping clients navigate the US and local financial services regulatory requirements that apply when establishing local operations, we help clients understand local tax, labor and employment, general corporate, and other issues that may impact local operations. We work to establish local offices, including representative offices, branches, and subsidiaries. We also advise on products and services that are frequently provided to foreign residents and often subject to local restrictions.

Concurrent Compliance with US & Local Regulations

Our team counsels clients who develop products and practices that comply with US and foreign regulations. We work to address:

• US and local tax implications
• US licensing and registration requirements for foreign-based personnel
• The impact of local consumer lending laws on US margin financing and loan agreements
• Differences in privacy and confidentiality rules among jurisdictions
• US document delivery requirements that may be impracticable for non-US residents
• The enforceability of US judgments and arbitral awards in foreign jurisdictions

At the core of the investment management industry are investment advisers, who manage mutual funds, pension plans, insurance company separate accounts, institutional separate accounts, and high-net-worth and other private accounts. We represent hundreds of investment advisers, foreign and domestic, of all sizes and types, before the SEC and US state regulators. For these clients, we regularly:

• Prepare or review registration statements on Form ADV, advisory contracts, codes of ethics, and other compliance procedures
• Counsel on regulatory issues, including personal securities trading, use of derivative and synthetic instruments, trade allocation practices, soft dollars, performance advertising, and ERISA
• Advise on the applicability of US federal and state securities laws to non-US investment advisers, and the applicability of non-US laws to US investment advisers

In the United States, the SEC regulates investment companies under the 1940 Act and other federal securities laws, and FINRA regulates the offer and sale of their shares. We represent mutual funds, closed-end funds, and ETFs with investment portfolios in their interactions with the SEC and FINRA. We also counsel independent directors or trustees of a number of fund complexes.

Our fund clients include funds sponsored and advised by independent investment advisers, banks, insurance companies, and broker-dealers. As fund counsel, or counsel to a fund’s adviser or distributor, we:

• Prepare, review, and/or file amendments to a fund’s registration statement, semiannual reports, and proxy materials
• Prepare or review board materials, compliance procedures, and reports to shareholders
• Counsel the fund’s board of trustees and directors, investment adviser, or distributor on various 1940 Act issues and tax law
• Represent clients before the SEC, FINRA, and other regulatory entities on requests for no action or exemptive relief, and respond to compliance examinations, investigations, and enforcement proceedings

In addition, we work closely with fund sponsors in new fund development. In this role, we counsel clients on key issues in the implementation of complex investment strategies, such as those associated with the use of derivatives and alternative investment strategies, as well as fund distribution matters.

The work of our securities industry team spans almost every area of US federal and state securities law. It leverages the skills and knowledge of more than 150 lawyers in our US offices alone, including more than 20 who joined Morgan Lewis following distinguished careers at the SEC. This team of regulatory lawyers and litigators represents leading investment banking and brokerage firms, investment advisers, and mutual fund organizations.

Our lawyers offer a diverse mix of sophisticated Wall Street savvy and veteran regulatory know-how, and our practice has grown steadily to become one of the most substantial in the United States. We draw on the strength and diversity of the firm’s lawyers to assist clients in related areas, such as tax, labor and employment law, employee benefits and ERISA, antitrust, intellectual property, and technology.

Our brokerage clients include many of the most familiar full-service, discount, regional, and online broker-dealers in the United States. In investment management, we advise clients with assets under management that exceed $1 trillion. In broker-dealer and securities markets matters, our lawyers advise on market structure, trading, and other regulatory issues, including the regulation of national securities exchanges, electronic communications networks (ECNs), and alternative trading systems; and compliance issues, such as those relating to fixed-income securities.

We appear before the SEC, FINRA, and the New York Stock Exchange (NYSE), and our litigators have experience with the challenges associated with dispute resolution in securities law matters. We represent clients in stockholder and investor suits; securities-related class actions; SEC and self-regulatory organization investigations and enforcement actions; private proceedings; broker-dealer claims; and actions involving allegations of fraud, tender offers, and proxy contests.

Derivatives litigation is an area of special emphasis—and our lawyers have experience with high-profile cases.

Our work with general account and variable insurance products combines our insurance regulatory experience with our securities skills. We represent insurance companies offering variable insurance products, such as variable annuities and variable life insurance, and the mutual funds used as the funding vehicles for these products.