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Financial Services Regulatory


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Overview

Carton Fields’ Financial Services Regulatory attorneys offer a wealth of practical experience and are focused in offering comprehensive regulatory and compliance counseling and thought leadership to our financial services clients. Each primary team member has devoted at least 20 years, and many over 30 years, to counseling clients on regulatory and compliance matters. We are intimately familiar with the current as well as long-standing issues of importance to the financial services industry. We approach issues with a scholarly attention to detail and we are dedicated to inculcating in the next generation of attorneys our commitment to exceptional service.

We practice as a team and draw on our collective experience and knowledge to benefit our clients. We also collaborate with Carlton Fields' litigation and enforcement attorneys in helping clients to identify, evaluate, and mitigate potential risk of a potential course of action.
 


Clients We Serve

  • Investment Companies and Private Funds

    Carlton Fields lawyers have decades of experience advising a broad range of investment companies including mutual funds, insurance company separate accounts and private funds, on virtually every aspect of their businesses, including, formation, registration, operation, distribution, transactions, compliance, and enforcement.

    Our clients routinely call upon us for guidance and analysis on the regulation of their products 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 work for investment company and private fund clients includes specific experience in the following areas:

    • 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


    Related: Private Equity and Venture CapitalSecurities Transactions and Compliance, and Securities & Investment Companies.
     

    Key Contacts
    Richard T. Choi Ann Furman Edmund Zaharewicz Chip Lunde
    Richard T. Choi Ann B. Furman Edmund Zaharewicz Chip Lunde
  • Investment Advisers

    Carlton Fields represents investment advisers in all aspects of their business and in all stages of their development from inception and beyond. We have extensive experience representing investment advisers on the full range of regulatory, compliance, and enforcement matters, including:

    • Formation and registration
    • Form ADV Brochure and other disclosures
    • Investment management agreements (IMAs)
    • Suitability questionnaires and Investment Policy Statements (IPSs)
    • Advertising
    • Custody
    • Codes of Ethics
    • Compliance policies and procedures, such as:
      • Advertising
      • Anti-money laundering and OFAC compliance
      • Best execution, batched trades, and other trading practices
      • Books and records
      • Cash solicitations
      • Codes of Ethics
      • Custody
      • Cybersecurity and privacy
      • Disclosure obligations
      • Insider trading
      • Reporting obligations
      • Suitability
      • Supervision
    • Compliance and risk reviews
    • Conflicts of interest
    • Due diligence
    • Employment agreements and related matters
    • Customer complaint handling and arbitrations
    • Regulatory examinations and investigations
    • Enforcement proceedings and litigation
    • Training and education
    • Adviser acquisitions and “liftouts”


    Related: Private Equity and Venture Capital, Securities Transactions and Compliance, and Securities & Investment Companies.

     

    Key Contacts
    Richard T. Choi Edmund Zaharewicz Chip Lunde
    Richard T. Choi Edmund Zaharewicz Chip Lunde
  • Broker-Dealers

    Carlton Fields represents a variety of broker-dealers, including wholesale and retail broker-dealers affiliated with life insurance companies, independent retail broker-dealers, dually registered broker-dealer/insurance agencies, and dually registered broker-dealer/registered investment advisers. Our extensive experience covers the full range of activities from the formation and registration of broker-dealers and FINRA membership matters to operational, transactional, regulatory, and compliance matters.

    Related: Securities & Investment Companies.
     

    Key Contacts
    Richard T. Choi Ann Furman Edmund Zaharewicz Ann Black
    Richard T. Choi Ann B. Furman Edmund Zaharewicz Ann Y. Black
  • 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.
     

    Key Contacts
    Richard T. Choi Ann Furman Edmund Zaharewicz Ann Black Chip Lunde
    Richard T. Choi Ann B. Furman Edmund Zaharewicz Ann Y. Black Chip Lunde


     


Services We Provide

  • Broker-Dealer Organization, Registration, and FINRA Membership

    Carlton Fields guides clients through broker-dealer formation, registration, and FINRA new membership application (NMA) process. We also guide clients through the FINRA continuing membership application (CMA) process when there is a material change to the broker-dealer’s business. Our services also include registered representative registration filings and termination issues.

  • Broker-Dealer Regulation and Compliance

    Carlton Fields guides clients through broker-dealer regulatory and compliance issues. Our work for broker-dealer clients includes specific experience in the following areas:

    • Written supervisory procedures, supervisory control policies, and compliance procedures
    • Suitability policies and procedures
    • Compliance and risk evaluation reviews
    • Net capital obligations
    • Reporting obligations
    • Customer complaint handling
    • Product due diligence
    • Advertising and marketing materials
    • AML and OFAC compliance
    • Books and records requirements
    • Cash and non-cash compensation arrangements and fee referral issues
    • Sales to vulnerable adults
    • Privacy rules
    • Email retention and production
    • Principal underwriters (including statutory underwriter questions)
    • Selling group arrangements
    • Independent marketing organizations (IMOs)
    • Interactions between investment advisor regulation and broker-dealer regulation and between insurance regulation and broker-dealer regulation
  • Broker-Dealer Arbitration and Dispute Resolution

    Carlton Fields guides and represents broker-dealers and other market professionals through internal investigations, inquiries and proceedings initiated by the SEC and FINRA. Our firm handles all phases of SEC and FINRA inquiries and investigations, including responding to Wells notices and defending against enforcement actions.

    Our securities law litigators handle FINRA arbitrations and other disputes regarding securities issues throughout the country, with responsibilities that range from responding to employee/registered representative dispute counseling, regulatory inquiries and pre-complaint investigations to arbitrating and litigating claims of securities fraud. We routinely defend underwriters and other broker-dealers, including their officers and directors, against class action litigation, shareholder derivative actions, suites arising out of failed securities offerings and other complex matters involving the Securities Act, the Exchange Act, and the Investment Company Act of 1940.

    Other links: Securities and Derivative Litigation, White Collar Crime & Government Investigations, Alternative Dispute Resolution Services, and Class Actions
     

  • Insurance Products and Distribution

    Our attorneys have earned a 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
    • Tax issues related to insurance products
    • ERISA compliance
    • Anti-money laundering and OFAC compliance
  • Insurance Regulation

    Carlton Fields has extensive experience advising clients on a wide range of insurance regulatory matters, including:

    • Approval of form and rate filings, and regulatory litigation to contest denials of form and rate submissions 
    • Investments, solvency, risk-based capital, reserve credit, SVO valuation, and holding company issues
    • 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 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 regulatory financial issues concerning surplus notes, administration of deposits, and the status of insurer assets, liabilities, and investments under state insurance statutory accounting statutes.
  • Insurance Transactions

    We routinely assist insurance clients with a variety of insurance transactions and related regulatory issues, 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
    • 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 
    • Approval of bulk reinsurance transactions and accredited reinsurer status 
  • ERISA/Tax

    We offer comprehensive regulatory and compliance counseling to insurance companies, investment companies and other clients in the financial services industry with regard to a broad range of tax and ERISA matters relating to:

    • Life insurance contracts
    • Qualified and non-qualified annuities
    • Qualified and non-qualified retirement plans
    • Individual Retirement Accounts (IRAs)
    • Health insurance and other welfare benefit plans​

     

    We have extensive experience advising clients concerning the fiduciary and prohibited transaction provisions of ERISA.  In this capacity, we consulted extensively with numerous insurers or their affiliates concerning a wide variety of issues arising out of the DOL’s and SEC’s fiduciary and best interest proposals. We also advise on the taxation of annuities, life insurance contracts and regulated investment companies. We have represented clients on numerous matters before both the Internal Revenue Service and the Department of Labor.

  • 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 also monitor the activities of the NAIC, NCOIL, and major consumer representative trade organizations for potential regulatory developments. We testify, draft legislation and amendments to legislation, pass or defeat legislative proposals, and use our extensive political relationships to advocate client positions.

All Insights

DFS Continues Focus on Cybersecurity: Issues Ransomware Guidance and Signals Increased Enforcement Actions

DFS Continues Focus on Cybersecurity: Issues Ransomware Guidance and Signals Increased Enforcement Actions

July 15, 2021

The New York State Department of Financial Services is continuing its focus on financial institutions’ cybersecurity, issuing new guidance, probing cybersecurity as part of routine examinations, and signaling increased enforcement actions. This alert discusses this new guidance and its impact on financial institutions.

FINRA's Examination Priorities and Findings for 2020

FINRA's Examination Priorities and Findings for 2020

May 5, 2020

Apart from COVID-19 and Reg BI, another piece of the regulatory landscape warrants attention: SEC oversight of FINRA.

Suitability Model Crosses the Finish Line

Suitability Model Crosses the Finish Line

February 13, 2020

On February 13, the NAIC Executive Committee adopted revisions to the Suitability in Annuity Transactions Model Regulation.

Key Contacts

Other Team Members

Events

  • NAFA Annuity Leadership Forum (June 14-17, 2021)
  • NALC Spring 2021 Conference (June 2-4, 2021)
  • IRI 20 in 21 Conference (April 14-May 5, 2021)
  • APCIA, ACLI, and LICONY DEI Conference (March 16-17, 2021)
  • ACLI Compliance & Legal Sections Annual Meeting (December 8-9, 2020)
  • ALI CLE Conference on Life Insurance Company Products (November 5-6 and 10, 2020)
  • ACLI Annual Conference (October 12-13, 2020)
  • IRI Supply Chain Summit (September 9-30, 2020)
  • ALI CLE Conference on Life Insurance Company Products (November 6-8, 2019)
  • ACLI Annual Conference (October 13-15, 2019)
  • ACLI Compliance & Legal Sections Annual Meeting (July 15-17, 2019)
  • NAFA Annuity Leadership Forum (June 11-13, 2019)
  • IRI ACTION19 Conference (May 15-17, 2019)
  • Global Insurance Symposium (April 23-25, 2019)
  • ACLI Compliance & Legal Sections Annual Meeting 2018 (July 11, 2018)
  • IRI ACTION18 Conference (May 9, 2018)
  • ALIC 2018 Annual Meeting (May 6, 2018)
  • NALC Spring 2018 Conference (April 25, 2018)
  • ACLI Annual Conference 2017 (October 9, 2017)
  • APIW September 2016 Luncheon (September 21, 2016)
  • California Fair Claims Settlement Regulations (May 10, 2016)
  • Proposed DOL Fiduciary Rule: Scope, Status & Potential Litigation Exposure (March 8, 2016)
  • National Advanced Forum on Life Insurance Litigation, Regulatory Enforcement & ERM (January 25, 2016)
  • DOL Fiduciary Rule: Advisor Update Webinar (December 15, 2015)
  • 3rd Advanced Forum on Captive Insurance (April 24, 2015)
  • Webinar: Intellectual Property in the Financial Industry (December 2014)
  • American Law Institute's 32nd Annual Advanced Conference on Life Insurance Company Products (November 12, 2014)
  • What Hath It Wrought: Did the Financial Crisis Alter the Litigation & Enforcement Landscape (October 28, 2014)
  • ACLI Annual Conference 2014 (October 20, 2014)
  • ACLI: Compliance & Legal Sections Annual Meeting 2014 (July 29, 2014)
  • Securities Products of Insurance Companies (January 22, 2014)

Featured Insights

Disclaimer

The information on this website is presented as a service for our clients and Internet users and is not intended to be legal advice, nor should you consider it as such. Although we welcome your inquiries, please keep in mind that merely contacting us will not establish an attorney-client relationship between us. Consequently, you should not convey any confidential information to us until a formal attorney-client relationship has been established. Please remember that electronic correspondence on the internet is not secure and that you should not include sensitive or confidential information in messages. With that in mind, we look forward to hearing from you.