Broker Dealer Services

We represent retail and investment banking brokerage firms that rely on our expertise in administrative investigations involving the SEC, FINRA, NYSE and SRO. Warner attorneys are well connected in the industry, as many members of our team held positions as federal and state government securities regulators. In addition, our attorneys have served on securities advisory committees and on boards with the NASAA. We help create compliance manuals, supervisory procedures, special supervision submissions to FINRA, no-action rulings and provide legal advice to general counsel and compliance officers who are confronted with day-to-day challenging situations. Mergers and acquisitions among broker-dealers, banks and insurance companies are an everyday occurrence in the industry. As counsel to the Michigan Bankers Association and to numerous banks, our firm prides itself on successfully creating bank and broker-dealer relationships. It’s this kind of real world expertise that drives the results you can expect from a partner like Warner.

Compliance Consulting

Our compliance consultants guide clients through regulatory challenges and requirements enforced by the SEC as well as state regulators. Through a variety of customized services, we provide registered investment advisers (RIAs) and brokerage firms with numerous resources to keep you current on reporting and compliance demands. We educate and train advisers on the Code of Ethics, Regulation S-ID and other topics of interest. Please visit the Funds and Investment Compliance Consulting section for more information.

Investment Adviser Services

Investment advisers, money managers and financial planners must adhere to numerous state and federal securities regulations, including the Securities Act, the Exchange Act, the Advisers Act, the Commodity Exchange Act, Dodd-Frank, and various FINRA rules. That’s where Warner attorneys step in to create a plan for your investment firm that includes risk management and regulatory compliance. We’ll guide you through the investment adviser and investment adviser representative registration process, whether at the federal or state level, and prepare and update form ADV, as well as related narratives and disclosures. We also help CPOs and CTAs register with the CFTC and submit initial and ongoing filings to the NFA. In addition, we provide compliance program policies and procedures, along with service contracts and agreements with both employed advisory representatives and independent contractors. From wrap fee program design to remedial action, we’re here to help you navigate the securities landscape.

Private Fund Services

At Warner, we advise on multiple hedge fund, venture capital and private equity fund structures, including managed accounts, funds-of-one, master-feeder structures, series funds, parallel funds and funds-of-funds. We will prepare for you a comprehensive set of offering documents, including private placement memoranda, limited partnership agreements, subscription agreements, investment management agreements, management entity agreements, side letters and seeding arrangements. In addition, we routinely provide advice on service provider contracts, including fund administration and auditor agreements. We also oversee numerous regulatory filings, including Form PF, Form CPO-PQR, Form CTA-PR and various Form TIC filings. Not only do we represent funds themselves in the organization, capital-raising and portfolio company investment stages, but we also represent fund investors. We stand ready to counsel investors in review of investment and subscription documentation, negotiation of side letter agreements, and tax structuring.

Full-Service Support

In our representation of private investment funds, investors, broker-dealers and investment advisers, clients should know that they have the weight of a full-service law firm behind them. Our experienced legal team is here to assist you in tax, ERISA, litigation and employment-related matters.