Financial Services & Investment Management

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Tonkon Torp is a leading provider of comprehensive legal services for institutions and professionals in the financial services industry. We focus on helping our clients arrive at the best legal and business decisions.

The Financial Services & Investment Management Practice Group at Tonkon Torp represents:

  • Investment advisers and broker-dealers
  • Collective investment vehicles that are exempt from registration under the Investment Company Act of 1940 (i.e., private funds)

We counsel clients on federal and state securities and on the rules and regulations of the SEC, FINRA, various securities exchanges and securities regulators. We also represent clients in audits and examinations by various regulators.

In advising our clients, we draw on the combined strength and issue-specific expertise of Tonkon Torp's Corporate Finance, Mergers & Acquisitions, Real Estate & Land Use, Taxation, Labor & Employment (including Employee Benefits), Intellectual Property, Estate Planning and Litigation Practice Groups.

Investment Management Practice

Investment Advisers and Broker-Dealers
We counsel investment advisers and broker-dealers on all phases of their businesses and on all aspects of their organization, regulation and compliance obligations. We also advise unregistered advisory firms with respect to the availability and scope of exemptions from registration.

Our services to investment advisers and broker-dealers include:
  • Planning, structuring, organizing and reorganizing investment advisers and broker-dealers
  • Governance issues
  • Compliance with federal and state securities laws and federal commodities laws, including registration or complying with available exemptions from registration
  • Form ADV disclosure
  • Employee licensing requirements
  • Product development
  • Advisory, subadvisory and brokerage agreements
  • Marketing agreements, including selling agreements and solicitation agreements
  • Executive compensation issues, including employment, noncompetition and nonsolicitation agreements
  • Compliance programs and compliance manuals, including codes of ethics and insider trading restrictions
  • Advertising and sales literature issues
  • Advice on SEC and FINRA examinations
  • Mergers and acquisitions, including sales, acquisitions and spin offs
  • Tax and succession planning
  • Litigation and arbitration, including shareholder disputes and defending enforcement matters

Private Investment Funds

We advise clients on the structure, organization and offering of private investment funds, including private equity funds, hedge funds, real estate funds and funds of funds. Our advice covers the broad scope of legal and compliance issues faced by funds and their managers under federal and state laws and regulations. We provide a full range of legal services to our private investment fund clients, including:
  • Fund structure, formation and documentation
  • Business term alternatives
  • Securities regulatory and compliance matters
  • Tax and ERISA analyses
  • Marketing arrangements
  • Investor negotiations, including side letters and coinvestment structures
  • Structuring funds to comply with banking regulations (for funds sponsored by banks)
  • Contracts with service providers
  • Manager structure and formation issues
  • Fund transactions, including portfolio loans and investments, acquisitions, dispositions, coinvestments and portfolio company representation


Tonkon Torp has substantial litigation experience in the area of financial services, including broker-dealer arbitrations, investment adviser disputes and claims arising from transactions undertaken by investment funds. For more information about our Financial Services Litigation practice, click here.