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, 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.

Investment Adviser Representatives May Be Subject to CE Requirements

The North American Securities Administrators Association (NASAA) released its Investment Adviser Section Annual Report (Report) in April 2021, highlighting 2020 section activities.
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SEC Publishes Revised Investment Adviser Marketing Rule, Effective May 4, 2021

At long last, the SEC has finally published its Revised Investment Adviser Marketing Rule. effective as of May 4, 2021. Investment advisers will have 18 months following the effective date, or until November 4, 2022, to come into compliance with the…
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SEC Division of Examinations Announces 2021 Priorities

On March 3, 2021, the Security and Exchange Commission’s Division of Examinations (formerly the Office of Compliance Inspections and Examinations, now either “the Division” or “EXAMS”) announced its fiscal year 2021 examination priorities.
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SEC Proposes Amendments to Advertising and Solicitor Rules

On November 4, the Securities and Exchange Commission (SEC) announced proposals to amend Rules 206(4)-1 and 206(4)-3 under the Investment Advisers Act of 1940 (Act). The proposed amendments are aimed at modernizing these rules.
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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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SEC's Office of Compliance Inspections and Examinations Priorities for 2018

On February 7, 2018, the Security and Exchange Commission's Office of Compliance Inspections and Examinations announced its 2018 examination priorities. For 2018, OCIE's priorities fit into five broad categories.
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New “Financial Abuse” Mandatory Reporting Requirements for Oregon Investment Adviser Representatives

Effective January 1, 2018, Oregon's securities regulation laws started imposing a mandatory reporting requirement in certain circumstances on "qualified individuals"—including investment adviser representatives—to protect "vulnerable persons" from…
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Investment Adviser Update: Revised Form ADV Began October 1st

Effective October 1, 2017, investment advisers must adhere to amended requirements regarding the investment adviser public disclosure form (Form ADV). The Securities Exchange Commission (the SEC) announced these amendments in 2016. The new Form ADV…
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Managing Investment Adviser Compliance in the Global Pandemic

WEBINAR: Impact of COVID-19 on investment advisers and private fund managers.
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Best Lawyers in America® Includes 53 Tonkon Torp Attorneys on 2022 List

Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
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Jarell Hunt Elected to the Brian Grant Foundation Board of Directors

Tonkon Torp business attorney Jarell Hunt has been elected to the Board of Directors of the Brian Grant Foundation. The Foundation strives to improve the quality of life for those living with Parkinson’s disease through exercise and nutrition…
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Jessica Morgan and Jarell Hunt Deliver SEC Marketing Update for OSB

Tonkon Torp attorneys Jessica Morgan and Jarell Hunt hosted a briefing for the Oregon State Bar Securities Regulation Section on April 14. Their program focused on the upcoming changes to and consolidation of the SEC’s advertising and solicitation…
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Tonkon Torp Attorneys Host Briefing for Greater Portland Compliance Association

Tonkon Torp hosted a virtual informational session for the Greater Portland Compliance Association (GPCA). Attorneys from Tonkon Torp’s Financial Services & Investment Management and Information Privacy & Security groups provided a comprehensive…
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Financial Services Attorneys Host COVID-19 Impact Webinar for Investment Advisors

Tonkon Torp Financial Services attorneys Jessica Morgan, Christopher Pallanch and Jarell Hunt hosted a webinar for investment advisors and private fund managers to explore how COVID-19 has impacted regulations, compliance requirements, examinations…
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Tonkon Torp Practice Areas Ranked in 2020 U.S. News "Best Law Firms" Publication

U.S. News – Best Lawyers® has released its 2020 edition of "Best Law Firms." Tonkon Torp is once again ranked among the nation's best for six business law service categories including Land Use & Zoning Law, Securities Regulation, Commercial…
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Tonkon Torp Welcomes New Business Associate Ferdinand Ruplin

Ferdinand “Ferdie” Ruplin has joined Tonkon Torp as an associate in the firm’s Business Department and Cannabis Industry Group. His practice will focus on business law, the CBD and hemp industry, corporate finance, and financial services.
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Tonkon Torp Attorneys Hold Briefing for Greater Portland Compliance Association

Attorneys from Tonkon Torp’s Financial Services & Investment Management and Labor & Employment practice groups provided a briefing for chief compliance officers for investment advisers and broker dealers.
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Tyler Harkness Explores ICOs and Blockchain’s Impact on Venture Capital Financing at TechFest NW

Tonkon Torp attorney Tyler Harkness was featured on two panels during TechFest NW, which was held at Portland State University (PSU).
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Tonkon Torp Attorneys Lead Education Meeting for Greater Portland Compliance Association

On September 20, attorneys from Tonkon Torp’s Financial Services & Investment Management and Corporate Finance & Transactions practice groups hosted CCO's from investment advisers and broker dealers for the Greater Portland Compliance Association…
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Christopher  Pallanch
Practice Area Co-Chair

Christopher Pallanch

Partner

Jessica A. Morgan
Practice Area Co-Chair

Jessica A. Morgan

Partner