Financial Services - Regulatory

Carlton Fields offers comprehensive business, regulatory, and compliance counseling to investment companies, investment advisers, broker-dealers, insurance companies, and other clients in the financial services industry.

Investment Companies and Advisers
We advise public and private investment companies, and federal and state registered investment advisers, on virtually every aspect of their businesses, such as:

  • Formation and organization
  • Design, structure, and operations of investment portfolios
  • Federal and state registration, regulation, disclosure, and reporting
  • Public offerings of mutual fund, closed-end, and ETF shares
  • Private offerings of private equity funds, stable value funds, and other pooled investment vehicles
  • Listing on securities exchanges
  • Advertising, marketing, and distribution
  • Administration, custodial, and other service arrangements
  • Negotiation of credit agreements 
  • Documentation of derivatives trading arrangements, including negotiation of brokerage agreements, clearing agreements, and collateral pledge and control agreements
  • Mergers, asset transfers, portfolio “lift outs,” substitutions, and other transactions
  • Board and committee meetings and independent trustee representation
  • Securities compliance
  • ERISA compliance
  • Taxation
  • Anti-money laundering and OFAC compliance
  • Regulatory examinations and investigations

We have extensive experience representing clients before the Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA), as well as state regulators. Our clients routinely call upon us for guidance and analysis on the regulation of financial products and financial services firms under the federal securities laws and the availability of various exclusions from the Securities Act and Investment Company Act. We also regularly assist our clients in obtaining relief from regulation through the exemptive application or no-action letter process. Our attorneys have served as SEC approved independent consultants and have significant experience handling regulatory enforcement matters.

Carlton Fields advises clients on the full range of broker-dealer matters, including:

  • Formation and registration
  • Registered representative registration and termination filings
  • Employee/registered representative dispute counseling
  • Supervisory control policies and procedures
  • Suitability obligations
  • Product due diligence
  • Reporting obligations
  • Customer complaint handling and arbitrations
  • Compliance and risk evaluation reviews
  • Regulatory examinations and investigations
  • Anti-money laundering and OFAC compliance
  • Books and records requirements
  • Cash and non-cash compensation arrangements and fee referrals
  • Distribution and advertising
  • Email retention and production

Our attorneys also have extensive experience representing clients on matters involving principal underwriters (including statutory underwriter questions), selling group arrangements, and independent marketing organizations (IMOs).

Insurance Companies
Carlton Fields represents life insurance companies, health insurance companies, and property and casualty insurance companies, as well as reinsurers, specialty insurers, agents, managing general agents, third party administrators, and other regulated entities in the insurance field. Our extensive experience covers the full range of activities from the offer and sale of insurance products to organizational, operational, transactional, regulatory, and legislative matters.

Insurance Products
Our attorneys have earned an excellent national reputation in the area of annuity and life insurance products regulation. We have extensive experience with the design, marketing, sale, and regulation of variable annuities and variable life insurance products, individual and group annuities, contingent deferred annuities, fixed indexed annuities, market value adjustment (MVA) products, COLI/BOLI, funding agreements, stable value wrap contracts, and other innovative products. Our work on behalf of clients includes all aspects of federal and state regulation involved in bringing an insurance product to market, including advice and counseling on matters such as:

  • Product design
  • Policy drafting and state and IIPRC approval
  • Insurance licensing and expansion of authority
  • Public offerings and private offerings
  • Marketing, sales, and communication practices
  • Distribution relationships with producers, managing general agents, and underwriters
  • Suitability and replacement requirements
  • Taxation
  • ERISA compliance
  • Anti-money laundering and OFAC compliance

Insurance Regulation
Carlton Fields has extensive experience advising clients on insurance regulation, including matters such as:

  • Approval of form and rate filings, and regulatory litigation to contest denials of form and rate submissions 
  • Applications for issuance of certificates of authority and other insurance licenses, and litigation to contest denials of licensure 
  • Applications for regulatory approval for acquisitions and changes of control 
  • Approvals for exemptions from Form A requirements or disclaimers of control in Alabama, Arkansas, Florida, Georgia, Illinois, Kentucky, Louisiana, North Carolina, New York, Ohio, South Carolina, Tennessee, Texas, Utah, Vermont, Wisconsin, and Puerto Rico 
  • Investments, solvency, risk-based capital, reserve credit, SVO valuation, and holding company issues
  • Approval of bulk reinsurance transactions and accredited reinsurer status 
  • Claims practices, use of retained assets accounts, and unclaimed property
  • Market conduct, financial, and other investigations and examinations, financial examinations, and regulatory litigation arising from them
  • Investigations under the federal False Claims Act and its state law counterparts
  • Investigations under state and federal unfair trade practice laws and similar consumer protection laws 
  • Investigations and audits regarding Florida premium tax, retaliatory tax, corporate income tax, and sales or use tax 
  • License disciplinary proceedings 
  • Disputes concerning the validity or amount of residual market assessments against insurers, and premium and retaliatory tax assessments 
  • Disputes regarding the validity and constitutionality of legislation and agency rules adversely affecting entities regulated under insurance codes 
  • Data protection and privacy regulation
  • Trade secret and proprietary information protection in connection with insurance regulatory reporting requirements and in the course of rehabilitation or liquidation proceedings against impaired or insolvent direct insurers
  • Outsourcing and offshoring information technology systems and business processes

Insurance Transactions
We routinely assist insurance clients with corporate transactions, including:

  • Formation or acquisition of insurance companies
  • Insurance company mergers and acquisitions
  • Corporate restructuring
  • Portfolio transfers, sales or transfers due to insolvency proceedings
  • Sales of insurance agencies and brokerage firms
  • Reinsurance arrangements
  • Separate account transfers, reorganizations, and deregistrations

We also advise insurance clients on regulatory financial matters concerning surplus notes, administration of deposits, and the status of insurer assets, liabilities, and investments under state insurance statutory accounting statutes.

Legislative Matters
We routinely help clients understand the political landscape before pursuing a strategy or policy position. We identify, track, monitor, analyze, and summarize legislative proposals and political and policy considerations, and can assess their impact on operations. We testify, draft legislation and amendments to legislation, pass or defeat legislative proposals, and use our extensive political relationships to advocate client positions.