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Adviser Compliance Advice
We serve as trusted counsel to our advisory firm clients as they address the full range of compliance issues in their businesses, from the application of fiduciary duty principles to identifying, disclosing, and mitigating conflicts of interest. Our recent engagements have included providing advice with respect to establishing and documenting sub-adviser relationships, soliciting consents for a proposed assignment of an advisory contract, handling trade errors, responding to investor due diligence questions, using performance data from a predecessor firm, and discharging supervisory responsibilities. We have also advocated for client regulatory positions in correspondence and meetings with SEC personnel.
We regularly assist our SEC-registered adviser clients as they prepare for, produce records in connection with, and undergo SEC sweeps and examinations, and we provide guidance to unregistered advisers seeking to understand the implications of SEC registration. We also provide counsel and oversight with respect to our adviser clients’ compliance reviews and mock audits.
Cross-Border Regulation and Compliance Advice
Matters that draw the regulatory and enforcement interest of multiple foreign securities regulators jurisdictions present significant challenges. We successfully quarterback our clients’ approach to and resolution of such complex cross-border matters. We bring to this work our significant credibility with foreign securities regulators, earned as a result of our lawyers’ past government service and involvement in the founding and early implementation of the SEC’s international enforcement regime. We combine our insights into regulatory objectives with tenacity and creativity, and work toward developing client responses that address the concerns of all interested regulators.
Distressed Debt Trading and Compliance Advice
We are regarded as having one of the world’s largest and most experienced teams dedicated to assisting clients with their trading in the secondary debt market. We draw on our experience with cross-border issues and our securities regulation and compliance expertise in advising our debt trading clients. Lawyers in all three of our offices – New York, London, and Washington D.C. – are actively engaged in this work. We advise on confidentiality agreement language designed to limit potential restrictions on securities trading, discuss best practices and develop client-by-client tailored procedures with respect to information flow issues, analyze potential trading restrictions, negotiate "big boy" language, and take an active role in the development of industry forms and best practices through service on committees formed by our client, The Loan Syndications and Trading Association, Inc., which is the premier debt trading trade organization.
Foreign Corrupt Practices Act and Anti-Money Laundering Compliance Advice
We have a robust FCPA and AML practice that includes conducting risk analysis and due diligence in the context of cross-border investments and joint ventures. The practice also encompasses compliance counseling and enforcement.
Our work includes assisting our clients in developing and implementing organization-wide compliance initiatives. We craft and help implement policies and practices that identify corrupt or illegal practices, develop and deliver effective employee training, and help analyze FCPA and AML risk areas and the likely ways, given a client’s business, that FCPA and AML issues could arise. We counsel our clients on the means of maintaining accurate accounting and record-keeping systems, and we assist clients in resolving compliance issues and addressing any identified FCPA and AML violations. Many of the Regulation and Compliance practice group lawyers also are members of our Enforcement, White Collar and Internal Investigations practice group and bring their substantial depth of regulatory and criminal litigation experience to bear on such matters. For further detail on our FCPA and AML work, see the Corruption Bribery and Anti-Money Laundering discussion.
Derivatives Trading Advice
We understand the complex legal and regulatory regimes governing securities, derivatives (including credit derivatives), and special situations claims investments and seek to remain nimble in our understanding of, and our advice relating to, new and evolving structure and trading innovations in the securities and derivatives markets.
We stay abreast of the regulatory changes in these markets, including recent broad-based standardization efforts with respect to credit derivatives, and are experts in the trading conventions. We know the current market for negotiating changes to form documents, and we are focused on the underlying jurisdictional, tax, regulatory, compliance and bankruptcy issues that matter to our clients and that inform any negotiation in this area. Our firm has become known as a market leader in the trading of credit derivatives, Lehman claims and other illiquid or structured financial claims trading, including swap claims. For further detail on our derivatives work, see the discussion of our Derivatives practice.
Publications
- "Why Your Investment Management Company May Soon Be a CFTC-Regulated Entity" by Julia Lu, John Clark, Eva Marie Carney and Kimberly Versace
- "Fund managers: Prepare for Bribery Act" by Carl Winkworth and William Barry published in Financial Times
- "Now You Have a Security, Now You Don't - Antifraud and Anti-Manipulation Regimes for Loan Derivatives Products Under Dodd-Frank" by Julia Lu and Eva Marie Carney published in the Futures & Derivatives Law Report
- "The Dustbin of History? Second Circuit Makes Clear that Champerty Won't Impede the Rights of Secondary Purchasers" by Brian Fraser
Presentations
- William Barry presents "FCPA and Pharma/Life Sciences...Prove Compliance, Avoid Prosecution," a webinar hosted by Aravo
- RK&O partners participate in the panel discussion "Receiving Information, Managing Risk, and Preserving Liquidity: Strategies for the Current Regulatory Landscape" at the Financial Services General Counsel Luncheon in San Francisco
- RK&O partners present "Receiving Information, Managing Risk and Preserving Liquidity: Strategies for the Current Regulatory Landscape" at the Alternative Asset Management General Counsel Luncheon in New York City
- Eva Marie Carney co-presents "SEC Examinations of Investment Advisers" webinar hosted by the ACA Compliance Group
News & Announcements
- Eva Marie Carney quoted in Hedge Fund Law Report article “Dual-Hatting: Benefits, Challenges and Recommendations for Persons Simultaneously Serving as General Counsel and Chief Compliance Officer of a Hedge Fund Manager”
- Eva Marie Carney quoted in Hedge Fund Law Report article “How Hedge Fund Managers Should Approach Preparing for, Conducting and Documenting the Annual Compliance Review”
- Eva Marie Carney quoted in The Hedge Fund Law Report article "Use by Hedge Fund Managers of Restricted Lists, Watch Lists and Ethical Walls to Prevent Insider Trading Violations"
- Richards Kibbe & Orbe LLP names Jeffrey Lehtman a partner and Catherine Turgeon and Ryan Jackson counsel