Practice Areas

Lorna’s practice focuses on the Investment Advisers Act of 1940, the Investment Company Act of 1940 and related securities laws and regulations.
She represents primarily SEC-registered investment advisers, mutual funds and fund industry service providers of all sizes.

INVESTMENT ADVISERS ACT
  • Compliance programs under Rule 206(4)-7:
    • risk assessments
    • compliance policies and procedures
    • annual compliance reviews
    • legal support of the Chief Compliance Officer function
    • compliance systems assistance
    • in-house training programs
  • SEC deficiency letter responses
  • Form ADV disclosures, including adviser registrations via web-based IARD system
  • Investment Advisory Agreements
  • Investment adviser advertising, performance and website issues
  • Code of Ethics issues, including personal trading by adviser personnel
  • Fiduciary duty issues
  • Trading issues, such as:
    • best execution
    • trade allocations
    • trade errors
    • soft dollars
    • "bunching" of orders
  • Broker-dealer affiliation issues and activities under safe harbor Rule 3a4-1 (1934 Act)
  • Wrap fee programs, SMA and related accounts
  • Liability for error issues, D&O/E&O insurance issues and contractual limitations of adviser liability
  • Federal versus state registration of investment advisers and investment adviser representatives
  • Dual IAR-registered rep employee arrangements
  • Proxy voting issues
  • Sales of registered advisory firms and change of control issues
  • Solicitations of consent from private advisory clients
INVESTMENT COMPANY ACT
  • Compliance programs under Rule 38a-1:
    • risk assessments
    • compliance policies and procedures
    • annual compliance reviews
    • legal support of the Chief Compliance Officer function
    • compliance systems assistance
    • in-house training programs
  • SEC deficiency letter responses
  • Independent directors and fiduciary duties
  • Mutual fund organization, registration, structuring, acquisition and reorganization issues
  • Corporate governance issues, including director independence and board self-assessments
  • Code of Ethics issues
  • Website reviews, use of Internet advertising, electronic transaction and delivery issues, E-signatures
  • Fund advertising, performance issues, "incubating" funds, related performance information, cloned fund performance and related SEC, NASD and Morningstar/Lipper issues
  • Conversions of pooled investment vehicles into mutual funds
  • Gramm-Leach-Bliley (Regulation S-P) privacy issues
  • Pricing and “fair valuation” issues
  • Master/feeder, fund-of-funds and manager-of-managers fund structures
  • Proxy statements (authorizing change of control, derivatives, amendment of fees and new investment adviser) and related voting issues
  • Multi-class offerings and Rule 18f-3 multi-class plans
  • Risk disclosures and plain English drafting
  • Fund board size and structure, including function of board committees
  • "Unfair burden" issues upon sale of adviser (Section 15(f))