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SEC Cracks Down on Marketing Rule Violations: Takeaways for Investment Advisers

By Tracy S. Combs, Richard M. Cutshall, Patrick Kassen, Nathan M. Iacovino, William Mack, Amelia Hope Adams & Ryan F. Helmrich on August 14, 2024
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On Aug. 9, 2024, the Securities and Exchange Commission initiated administrative and cease-and-desist proceedings against a U.S. registered investment adviser (the Adviser). This action resulted from the Adviser’s failure to comply with the SEC amended Marketing Rule under the Investment Advisers Act of 1940 (Advisers Act), adopted to modernize rules that govern investment adviser advertisements and payments to solicitors.

Continue reading the full GT Alert.

Photo of Tracy S. Combs Tracy S. Combs

Tracy serves as Co-Managing Shareholder of the Salt Lake City office. A former Regional Director at the U.S. Securities and Exchange Commission, she represents corporations, financial institutions, and individuals in a wide range of federal and state government investigations, litigation, and regulatory inquiries…

Tracy serves as Co-Managing Shareholder of the Salt Lake City office. A former Regional Director at the U.S. Securities and Exchange Commission, she represents corporations, financial institutions, and individuals in a wide range of federal and state government investigations, litigation, and regulatory inquiries nationwide, including those involving the SEC, the Department of Justice, and state Attorneys General. She also counsels clients in complex business disputes, tort litigation, and cybersecurity matters. As Utah Business Journal’s Legal Elite edition stated in 2025, Tracy can “navigate a wide range of legal situations and…easily handle a crisis for any client.”

Tracy joined GT after an eight-year tenure at the SEC, where she served in a variety of roles in San Francisco and Salt Lake City. Most recently, Tracy served as Director of the SEC’s Salt Lake Regional Office, where she oversaw some of its most high-profile cases. As a former SEC trial and investigative attorney in San Francisco, Tracy brought several groundbreaking enforcement actions, including the SEC’s first public company cybersecurity disclosure case and its first “shadow” insider trading case. Tracy served for three years in the Division of Enforcement’s former Cyber Unit, where she co-led its Cybersecurity & Regulated Entities group. In 2021 to 2022, Tracy served as counsel to the Director of Enforcement, advising on priority matters and coordinating with the SEC’s criminal and civil law enforcement partners nationwide.

Prior to her government service, Tracy was a litigator at a large law firm in Philadelphia and New York, with a focus on high-stakes white collar criminal matters, securities class actions, and complex commercial disputes, and clerked for the Honorable Luis Felipe Restrepo in the U.S. District Court for the Eastern District of Pennsylvania.

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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate

…

Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate matters, including the representation of mutual funds, ETFs, and other funds registered under the Investment Company Act of 1940; fund and ETF independent directors; unregistered investment funds; federally registered, state registered, and federally and state exempt investment advisers; broker-dealers; and an array of public and private companies.

Rich represents investment adviser clients at all stages of their life cycle, from concept and formation through registration, daily operation through wind-down and exiting the business, including representing investment adviser clients on both the buy-side and sell-side in M&A transactions. He also represents clients in all aspects of investment company practice, including organizing and forming new funds and ETFs, registering mutual funds and ETFs with the SEC, and the acquisition and merger of public funds.

In the course of representing investment advisers and public and private funds, Rich advises Greenberg Traurig’s clients on all aspects of securities regulatory compliance, particularly including new and existing SEC rules; SEC examination, regulatory, and investigative initiatives and sweeps; the SEC’s proposal, adoption, and implementation of new regulations, such as the recently rewritten investment adviser marketing rule; and finding compliance solutions related to the regulatory scheme applicable to investment advisers and investment funds, including implementing both novel and long-standing SEC regulatory guidance and interpretations. He also advises clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance, as well as assisting clients in all aspects of SEC and other regulatory examinations.

Rich has given presentations on and assists a variety of investment management clients with their compliance with anti-money laundering laws, and has performed annual independent third party audits of several clients’ anti-money laundering policies, programs and controls.

Rich also has experience representing clients in many industries in the sale or acquisition of businesses, formation of corporate entities, sophisticated contract negotiations, and in obtaining, renewing and renegotiating the terms of financing business operations. He routinely works with clients’ chief executive officers, chief financial officers, directors, and in-house general and assistant general counsels, including occasionally working from clients’ corporate headquarters upon request. Rich works with corporate and finance clients of all sizes, from startup family-run businesses and entrepreneurial endeavors to Fortune 500 clients. He also has experience representing clients across many industries, including health care, data management, retail product display and advertising design and manufacturing, industrial manufacturing, and real estate management and brokerage industries.

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Photo of Patrick Kassen Patrick Kassen

Patrick Kassen assists clients with the formation of private equity and real estate funds, purchases and sales of businesses and real estate assets, joint ventures, minority investments, financings and leasing. Patrick also has deep experience in investment management regulation, including the Investment Advisers…

Patrick Kassen assists clients with the formation of private equity and real estate funds, purchases and sales of businesses and real estate assets, joint ventures, minority investments, financings and leasing. Patrick also has deep experience in investment management regulation, including the Investment Advisers Act and Investment Company Act, and advises clients on the design and operation of compliance programs and interactions with regulators.

Patrick brings to bear experience as a former general counsel and chief compliance officer at Blackstone, Link Logistics (a Blackstone portfolio company) and the private equity group of late investor Sam Zell, which gives him insight into the challenges faced by his clients. Patrick has advised on numerous cross-border transactions and designed multi-jurisdictional compliance programs. Finally, Patrick has served on the boards of directors of several companies, which informs his pragmatic approach to helping clients.

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Photo of Nathan M. Iacovino Nathan M. Iacovino

Nathan M. Iacovino focuses his practice on the investment servicing and investment management industries, advising asset-servicing entities, including custodians, transfer agents, and administrators, in connection with various regulatory and transactional matters. He has supported and developed strategies related to the structuring, negotiation, and

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Nathan M. Iacovino focuses his practice on the investment servicing and investment management industries, advising asset-servicing entities, including custodians, transfer agents, and administrators, in connection with various regulatory and transactional matters. He has supported and developed strategies related to the structuring, negotiation, and implementation of domestic and global custody, fund administration, managed account platforms, collateral management, and related servicing arrangements by and among his custodial, investment servicing and managed account platform provider clients and their respective fund, investor, pension plan, and adviser client base.

Nathan also represents mutual fund complexes, asset managers, investment advisers, institutional investors and financial institutions in developing and maintaining financial products while navigating the regulatory landscape.

Nathan’s clients include a wide range of private funds, registered investment companies, transfer agents, banks, financial institutions, institutional investors and investment advisors.

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Photo of William Mack William Mack

William B. Mack is a co-chair of the Financial Regulatory & Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority

…

William B. Mack is a co-chair of the Financial Regulatory & Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority (FINRA) rules.

William’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization (SRO) membership, supervision, employment, research, soft dollar arrangements, chaperoning of foreign broker-dealers, social media, use of foreign finders, anti-money laundering rules, alternative trading systems (ATS), exchanges, and market making issues. He also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues.

William advises firms in the FINRA new membership (NMA) and the continuing membership (CMA) processes. William assists firms to develop or amend their written supervisory procedures and compliance manuals.

William routinely represents clients who are negotiating placement agent agreements, foreign finders agreements, clearing agreements, agreements with registered representatives and expense-sharing agreements.

William assists broker-dealers and their associated persons to respond to regulatory examinations and inquiries and provides effective representation in a range of enforcement proceedings with the SEC, FINRA, NYSE, state and foreign regulatory authorities. He regularly prepares and defends witnesses in FINRA on-the-record interviews and SEC testimony. Enforcement matters have involved issues including market manipulation, supervision, customer defalcations, insider trading, anti-money laundering, distribution of unregistered securities, direct market access, market making, soft dollar arrangements, cross border trading, electronic intrusion and customer impersonation, sales practices, supervision, private placements, ETFs, indexes, and other securities products.

William regularly addresses questions with respect to what activities require or are exempt from broker-dealer registration. William assists firms in obtaining guidance, interpretive letters, and no-action relief from FINRA and the SEC with respect to novel securities issues and the creation of new products and services. William also advises clients on cryptocurrency, tokenization, NFTs, DeFi structures, and digital asset exchanges and trading.

Prior to joining the firm, William was a Principal Counsel for Enforcement at FINRA. Before FINRA, he was the Director of the Executive Secretariat in the Office of the U.S. Trade Representative. William also served as a Deputy Associate Counsel at the White House, advising primarily on appointments and investigations. Before the White House, he practiced at large firms in New York. William clerked for Judge Robert L. Carter in the Southern District of New York.

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Photo of Amelia Hope Adams Amelia Hope Adams

Hope Adams focuses her practice on the asset management and financial services industry, advising banking institutions and investment managers on a wide range of regulatory, transactional, asset servicing, product structuring and private fund matters.

With over three decades of experience, including 13 years…

Hope Adams focuses her practice on the asset management and financial services industry, advising banking institutions and investment managers on a wide range of regulatory, transactional, asset servicing, product structuring and private fund matters.

With over three decades of experience, including 13 years as senior legal counsel supporting the asset management operations and private fund investment activities of a large U.S. national bank, Hope has developed a wide-ranging understanding of the intersection of regulatory and operational risks and the business objectives of the institution. Based on her in-house experience, Hope strongly believes that an effective lawyer will first understand the client’s objectives and limitations and then provide practical and risk appropriate alternatives, whether related to the implementation of new regulations, managing regulatory audits, drafting contracts or internal policies and procedures or advising on the development and launch of new products, services or private funds.

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Photo of Ryan F. Helmrich Ryan F. Helmrich

Ryan Helmrich advises investment managers, broker-dealers, fund sponsors, custodial banks, transfer agents and other asset servicing providers on a broad range of investment management regulatory and transactional matters. He also counsels asset managers on a range of regulatory issues, including registration, interpretive guidance…

Ryan Helmrich advises investment managers, broker-dealers, fund sponsors, custodial banks, transfer agents and other asset servicing providers on a broad range of investment management regulatory and transactional matters. He also counsels asset managers on a range of regulatory issues, including registration, interpretive guidance, new product development, regulatory examinations and enforcement actions.

In addition to his general experience in asset management, Ryan regularly represents financial institutions in lift-out transactions, master servicing arrangements, derivatives-trading arrangements, as well as other matters affecting their domestic and global asset-servicing activities (custody, administrative, sub-accounting, and transfer agency). He has worked with state sponsors, private program managers and other providers involved with Section 529 college savings programs, Section 529A (ABLE) disability savings programs, and regularly represents investment advisers, broker-dealers, and program administrators with product development and contract negotiation.

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  • Posted in:
    Banking, Finance and Securities
  • Blog:
    Financial Services Observer
  • Organization:
    Greenberg Traurig, LLP
  • Article: View Original Source

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