In January 2017, the Executive Board of the Young Lawyers Division of the Utah State Bar bestowed their “Star of the Quarter” award upon Victoria (Torie) Finlinson. Jaelynn R. Jenkins, YLD President, said “The Stars of the Quarter award recognizes the contribution or leadership of a YLD board member or committee member. Torie, as the YLD Activities Chair, was a natural choice. YLD events this year have been taken to the next level through Torie’s leadership.” Clyde Snow & Sessions congratulates Torie on her achievement.
January 12-13th, 2017
Each year, the National Institute draws elite officials from both the U.S. Department of Justice and the U.S. Securities and Exchange Commission for an exclusive educational and professional forum to examine current legal and ethical issues relating to securities fraud.
Attorney Brent R. Baker will be moderating the panel "The Impact of Anti-Money Laundering, Know Your Customer and SAR Rules" at the 11th Annual National Institute on Securities Fraud, on January 12th at 9:00 am.
The panel will address Broker-dealers, Investment Advisors, transfer agents and other registered entities who are constantly grappling with AML procedures, KYC rules and knowing when to and when not to file Suspicious Activity Reports. FINRA, the SEC and DOJ are all watching closely, and the ramifications for non-compliance are severe, including multi-million dollar sanctions, time away from the industry and potentially jail. Experts from both sides will elucidate what gets the regulators attention and what clients can do to avoid the spotlight.
Further information and registration can be found here.
Grand Summit At Canyons Village
4000 Canyons Resort Dr Park City, UT 84098-6546
December 6, 2016
The SEC has been increasingly aggressive in bringing enforcement actions against those involved in transactions with unregistered broker-dealers. Recently, the SEC has imposed sanctions on private equity firms and managers for using unregistered broker-dealers. The SEC is also closely scrutinizing unregistered broker-dealer issues in its OCIE compliance exams of private investment funds.
Furthermore, fund managers and companies can be subject to SEC enforcement actions for aiding and abetting a finder’s violation of the broker-dealer registration requirements. In addition to SEC sanctions, the use of an unregistered broker-dealer brings the risk of rescission under federal and state securities laws.
These events show that involving finders in capital raising brings significant risks, and there is no safe harbor or clear distinction of a finders duties in the securities laws.
The SEC and FINRA have issued some guidance to clarify the distinction between a legally-operating finder and an unregistered broker-dealer. This guidance includes no-action letters, rules and interpretations for M&A brokers, investment platforms and crowdfunding participants. Further regulatory action also seems likely.
The panel will discuss these issues, analyze the legal pitfalls and provide practical guidance. For example, the panel will address the following questions:
• What activities require broker-dealer registration with the SEC and FINRA?
• What penalties and actions do issuers face in using unregistered broker-dealers in their capital raising efforts?
• How do the SEC and FINRA’s guidance on finder activities in the M&A arena inform the permissible activities of finders in the securities and fund arenas?
After the presentation, the panelists will engage in a live question and answer session with participants so they can answer questions about these important issues directly.
For more information or to register visit the website or call 1-800-926-7926 ext. 10
Ask for Use of Unregistered Finders to Solicit Investors on 12/6/2016
Mention code: ZDFCT
Attorney Parker B. Morrill has joined Clyde Snow & Sessions. Mr. Morrill comes to us after working in Washington, D.C. at a major law firm and the U.S. Securities and Exchange Commission. His legal practice is focused on securities law, private equity, mergers and acquisitions, and general corporate representation. He received his J.D from the J. Reuben Clark Law School at Brigham Young University and his Master of Accountancy and B.A. degrees from Weber State University.
SALT LAKE CITY – Congratulations to Clyde Snow’s 12 attorneys who were selected as Mountain States Super Lawyers for 2016. Attorneys were chosen following a rigorous selection process that combines peer nominations and evaluations, analysis of professional achievements, and additional third-party research.
Mountain States Super Lawyers 2016:
Clark W. Sessions, Family Law
Rodney G. Snow, Criminal Defense: White Collar
Steven E. Clyde, Energy & Natural Resources
Edwin C. (Ted) Barnes, Construction Litigation
Neil A. Kaplan, Criminal Defense: White Collar
Perrin R. Love, Business Litigation
Dean C. Andreasen, Family Law
Brian C. Webber, Personal Injury - Medical Malpractice: Defense
2016 Rising Stars:
Attorney Brian A. Lebrecht has been approved as a FINRA Dispute Resolution Arbitrator. Mr. Lebrecht was previously approved as a FINRA Arbitrator from 2009 to 2011 before he voluntarily allowed his certification to lapse. He will hear matters primarily in the Salt Lake City area.
Mr. Lebrecht represents company clients primarily in the areas of corporate finance (including private placements, public offerings, and Securities and Exchange Commission and blue sky compliance), public company disclosure (including ’33 Act registrations and ’34 Act reporting requirements), and mergers and acquisitions (including asset and stock purchases and restructurings). He also represents individual directors, and boards of directors, with respect to corporate governance, fiduciary duties, internal investigations, and risk management. He practices before the SEC and FINRA on matters involving issuers, broker-dealers, and other service professionals.
Attorney Brent R. Baker has been appointed to the board of directors of the American MedChem Nonprofit Corporation. Their mission is to discover, develop, and provide targeted medicines to treat rare and neglected diseases, particularly those of children.
Mr. Baker is an attorney at Clyde Snow & Sessions and a member of the Securities, Government and Corporate Investigations Enforcement and White Collar Crime Practice Group. He received his law degree from the University of Oregon School of Law, and a B.A. from the University of Utah. Mr. Baker has been listed among the Utah Legal Elite and Mountain States Super Lawyers as well as serving two terms as Commissioner on the Utah Securities Commission.
For 20 years, the S.J. Quinney College of Law’s Wallace Steger Center for Land, Resources, and the Environment has been a leader in the multidisciplinary study of natural resources and environmental law and policy.
In observance of the Center’s 20th anniversary last fall, students, faculty, alumni and community members gathered to pay tribute to the contributions the Center has made in advancing the field of environmental law. A highlight of the event was unveiling a new conference room named in honor of the Center’s longtime director, Professor Robert Keiter.
The new law building, with its landmark sustainability features that merit LEED Platinum recognition, confirms the law school’s deep commitment to the Stegner Center’s mission and will enhance its programming opportunities.
Clyde Snow, a longtime supporter of the Stegner Center, provided significant support in the naming of the Robert B. Keiter Conference Room.
Attorney John S. Pennington has joined Clyde Snow & Sessions as an associate in their Salt Lake City office. He is knowledgeable in Registered Investment Advisor (RIA) rules and regulations, fund formation, business organizations, SEC regulations and filings, and SEC investor regulations and exemptions. Mr. Pennington received a Juris Doctor from the Arizona State University College of Law, and a B.A. in Asian Studies from Brigham Young University. Prior to joining Clyde Snow, he was a legal associate at Bridge Investment Group Partners (the “ROC Funds”), one of Utah’s largest private equity firms.