Investment Management and Investment Advisory

Smith, Gambrell & Russell, LLP provides a wide array of legal services with regard to investment management and investment advisory matters.

Investment Advisory Practice

SGR attorneys counsel and represent investment advisors on a broad range of issues such as:

  • Organizational and capital structures including operating and partnership agreements, holding company structures, tax planning, and business continuity planning
  • Preparation and updating of federal and state registration filings including Form ADVs and the analysis and resolution of issues regarding the availability and scope of exemptions from registration under the Investment Company Act of 1940 and the Investment Advisers Act of 1940
  • Operational and regulatory compliance with federal and state laws and regulations governing advisers including the Investment Company Act, the Investment Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the USA PATRIOT Act, and the Employee Retirement Income Security Act (ERISA)
  • Preparation of policy statements including codes of ethics and privacy policies
  • Section 28(e) of the Exchange Act and soft dollar matters
  • Customer account structures, account agreements, disclosure documents and forms for both ERISA and non-ERISA accounts
  • Preparation of prototype ERISA plan documents
  • ERISA prohibited transaction issues
  • Advice on ERISA Fee disclosure requirements
  • Development of ERISA Fee disclosure formats
  • Internet and email delivery and distribution issues
  • Internal audits and investigations
  • Mergers and Acquisitions, Management Buyouts and Restructurings including private equity and bank financing and earn-out arrangements
  • Employment and consulting agreements, employment issues and restrictive covenants
  • Incentive compensation, retention, and equity ownership plans and arrangements in connection with mergers & acquisitions, management buy-outs, and on a stand-alone basis
  • Financing and working capital loan agreements and lines of credit

Recent substantial strategic transactions include representing:

  • The management of Montag & Caldwell, Inc., in their buyout of the firm from BNP Paribas Fortis
  • CIM Holdings, LLC, a holding company owned by certain principals and employees of Cornerstone Investment Partners, LLC (CIP) in the ownership restructuring of CIP
  • The management team in the sale of a multi-segment investment advisory business from its current owner

ERISA’s Compensation Practice

We have a substantial and diversified ERISA investment management practice. SGR attorneys counsel and represent investment advisers, employers and others on a broad range of ERISA issues such as:

  • Fiduciary responsibility requirements
  • “Plan Asset” issues including prohibited transactions
  • Compliance with U.S. Department of Labor regulations and other investment management matters for employee benefits plans
  • Drafting and reviewing disclosure documents
  • Drafting of, and advising on, benefit plan documents for both qualified and non-qualified plans
  • Assisting plan administrators and fiduciaries with IRS and Department of Labor audits
  • Advise on compliance in agreements and plans with pertinent tax provisions, including IRC Sections 162(m), 280G and 409A
  • Reviewing fiduciary liability policies and ERISA bond policies

Areas of Special Investment Adviser Experience

Acquisitions, Mergers and Management Buyouts
M. Timothy Elder
John D. Saunders

Compliance and Securities
M. Timothy Elder
John D. Saunders

Employee Benefits Plans and ERISA
Andrew J. Fawbush
Laura Miller Andrew
Lisa Rhein Carrasco

Equity-Based Compensation Agreements
M. Timothy Elder
Andrew J. Fawbush
David W. Santi

Financing
Ronald E. Barab

Tax
David W. Santi

Employment Agreements
M. Timothy Elder
Matthew W. Clarke