Matthew assists with the launch and/or acquisition of broker-dealers as well as their various day-to-day business and compliance needs. Among other things, he works with clients to design and implement compliance policies and procedures; reviews, edits and helps negotiate broker-dealer contracts; reviews and edits broker-dealer advertising and offering material; and assists firms in responding to potential compliance and regulatory matters. He also provides assistance with compliance and anti-money-laundering (AML) testing matters.
Fund Formation and Compliance
Matthew assists with the formation of domestic and international private funds, including all offerings and related materials for launch. He reviews and updates compliance and business-related materials and counsels private funds and related enterprises already in operation. He counsels clients on drafting and negotiating contracts and advises on Commodity Futures Trading Commission (CFTC)/National Futures Association (NFA) futures/swaps issues, and negotiates International Swaps and Derivatives (ISDA) swap documentation.
Investment Adviser Formation and Compliance
Matthew assists with the launch and/or acquisition of SEC, state-registered, exempt reporting advisers, venture capital advisers and other private fund managers and the various aspects of their regulatory and business needs. This includes, but is in no way limited to, helping advisers formulate or revise their regulatory frameworks and associated documentation, assisting in the drafting and negotiation of client and service provider agreements, and assisting advisers in dealing with new regulations and/or business changes.
Interacting With Regulators
Matthew is a strong advocate for investment management clients that are involved in regulatory inspections or inquiries, either routine or “for cause,” or that anticipate the possibility of an inspection or inquiry, and he helps them respond to regulators following such inspections or inquiries. He deals directly with regulators, including those from:
He guides clients through the FINRA Continuing Membership Application (NASD Rule 1017) process, advising on membership expansions, changes of control and other matters, and providing formal FINRA “materiality consultation” reviews.
Matthew also assists with the formation of de-novo FINRA member brokers (NMA) and helps investment advisers and exempt reporting advisers with formation and registration with the SEC and other state regulatory bodies. He counsels advisers and related existing operations on compliance and business-related matters.
Mergers and Acquisitions
Matthew assists with negotiation, due diligence and documentation in M&A transactions involving investment advisers and brokers. He also handles finance-related transactions.
Matthew contributes to the firm’s SEC Law Perspectives blog, which provides reports, discussions and analyses on noteworthy trends in enforcement and regulatory activity of the SEC and other agencies, including the CFTC. He also contributes to the firm’s Broker-Dealer Law blog, which provides practical insights on litigation, regulatory, compliance and fiduciary issues impacting broker-dealers.