Financial Services & Investment Management Law
Tonkon Torp is a leading provider of comprehensive legal services for institutions and professionals in the financial services industry. We offer counsel for investment advisers, broker-dealers, and collective investment vehicles (private funds) exempt from registration under the Investment Company Act of 1940. We advise clients on federal and state securities laws, and on the rules and regulations of the SEC, FINRA, various securities exchanges, and securities regulators. We also represent clients in audits and examinations by various regulators.

In advising our clients, our legal team draws on the combined strength of our firm’s expertise in corporate finance, ERISA mergers and acquisitions, real estate and land use, taxation, labor and employment, intellectual property, estate planning, arbitration, and litigation.

Investment Advisers and Broker-Dealers

We help investment advisers and broker-dealers navigate regulatory and compliance obligations at all phases of their business. Our attorneys also help unregistered advisory firms address the availability and scope of exemptions from registration.

Tonkon Torp services for investment advisers and broker-dealers include:
  • Planning, structuring, organizing, and reorganizing investment advisers and broker-dealers
  • Advice on SEC and FINRA and state regulatory authority examinations, audits, and enforcement actions
  • Compliance with federal and state securities laws, including registration or compliance with available exemptions from registration
  • Advisory, subadvisory, and brokerage agreements
  • ERISA matters
  • Tax and succession planning
  • Mergers and acquisitions, including sales, acquisitions, and spin-offs
  • Compliance programs and compliance manuals, including codes of ethics and insider trading restrictions
  • Employee licensing requirements
  • Form ADV disclosure reporting
  • Form U4/U5 filings and disclosure
  • Executive compensation issues, including employment, non-compete, and nonsolicitation agreements
  • Marketing agreements, including selling agreements and solicitation agreements
  • Product development
  • Advertising and sales literature reviews
  • Governance issues
  • Litigation and arbitration, including shareholder and client disputes

Private Investment Funds

Our attorneys advise funds and their managers on a broad scope of legal and compliance issues. We advise clients on the structure, organization, and offering of private investment funds, including private equity funds, hedge funds, real estate funds, and funds of funds.

We provide a full range of legal services to our private investment fund clients, including:
  • Fund structure, formation, and documentation
  • Securities regulatory and compliance matters relating to fundraising and ongoing operational compliance
  • Tax and ERISA analyses
  • Federal and state laws and regulations
  • Marketing material review
  • Investor negotiations, including side letters and coinvestment structures
  • Contracts with service providers
  • Manager structure
  • Fund transactions, including portfolio loans and investments, acquisitions, dispositions, coinvestments, debt, and portfolio company representation
When Insurance Firms and Brokerage disputes arise in this area, clients turn to our Financial Services Litigation team.

Tonkon Concludes Multi-State, Multi-Party M&A Transaction

Tonkon Torp represented a national financial services provider in a multi-step M&A transaction that repositioned payment stream portfolios and resulted in the acquisition of operating offices. This detailed and linear sequence was completed in six weeks with negotiations involving multiple parties.

Acquisition of Registered Investment Advisor Business

Represented a private investment group in an acquisition of advisory assets of a Washington investment advisory business. Acquired assets were then merged into a third party advisor in exchange for a controlling interest in the advisory business.

Supreme Court Throws Out SEC Administrative Law Judge Process

On June 21, 2018, the Supreme Court of the United States invalidated the process that the Securities and Exchange Commission ("SEC") had been using to appoint administrative law judges. Staff from the SEC had selected administrative law judges as…
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Elder Abuse Prevention and Prosecution Act

We previously talked about recent changes to Oregon law and FINRA rules relating to elder abuse prevention and the prosecution of financial services companies for noncompliance. This article focuses on The Elder Abuse Prevention and Prosecution Act…
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Vulnerable Person Abuse Protections Coming to FINRA in 2018

Similar to the Oregon legislature's recent changes to ORS Chapter 59, intended to protect "vulnerable persons" against financial exploitation, FINRA has implemented changes to its rules effective February 5, 2018, intended to protect "specified adult…
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Christopher  Pallanch
Practice Area Co-Chair

Christopher Pallanch

Partner

Jessica A. Morgan
Practice Area Co-Chair

Jessica A. Morgan

Partner