Kenneth Juster | White & Case LLP International Law Firm, Global Law Practice

Kenneth Juster

Partner, Boston

T +1 617 979 9320

E [email protected]

Overview

Ken Juster is a partner in the Capital Markets Practice, resident in the Boston office. He advises clients on all aspects of compliance with federal and state laws and regulations and SRO regulations applicable to broker-dealers, investment advisers, alternative trading systems, and securities trading and funding platforms.

Prior to joining White & Case, Ken was a partner in the Investment Management practice at an international law firm. Ken also has in-house experience as regulatory counsel for a large retail broker-dealer, assistant general counsel of an institutional broker-dealer, and head of compliance at an institutional broker-dealer. Prior to his in-house counsel and compliance roles, Ken spent four years as the executive director of The Asset Managers Forum, an affiliate of the Securities Industry and Financial Markets Association (SIFMA), which serves as the principal advocate for the investment management industry on securities processing, accounting policy and related matters.

Bars and Courts

  • Massachusetts State Bar
  • New York State Bar

Education

  • JD, Fordham University School of Law
  • BA, University of Notre Dame

Languages

  • English

Experience

Broker Dealer Regulation

Ken counsels broker-dealers on regulatory and transactional matters including: new broker-dealer formation (structural advice, SEC and state registrations and FINRA membership); business expansions and the Continuing Membership process; design and implementation of supervisory and compliance programs; compliance with SEC financial responsibility rules (net capital, margin and customer protection rules); foreign broker-dealer/cross-border requirements (Rule 15a-6, cross-border distribution of financial products); equity and fixed income best execution, markup and pricing matters; sales practices and trading; operational, clearance and settlement issues; soft dollar, directed brokerage commission-sharing and commission recapture programs; and inspections, examinations and enforcement-related inquiries by SROs and the SEC.

Investment Adviser Regulation

Ken advises investment advisers regarding formation, SEC and state registration, and a wide range of compliance and operational matters including: the design and implementation of supervisory and compliance programs; information barriers; conflicts disclosure; negotiation of advisory agreements; and the securities trading process. He also advises financial services clients regarding municipal adviser registration and licensing requirements.

Broker and Adviser "Status" Issues

Ken counsels financial services clients on questions relating to when their activities create "broker" or "adviser" registration obligations under the federal securities laws, including in connection with private fund distribution, private placement and "finder" arrangements, and compliance with the Rule 3a4-1 "issuer exemption."

Securities Trading and Funding Platforms

Ken works with entrepreneurs and established businesses in the FinTech space, including the formation, development and ongoing operation of funding portals and online capital-raising platforms. He has worked with platforms active in the venture capital, angel investing, crowdfunding, and private and public securities markets. Mr. Juster advises sponsors of securities trading and funding platforms on broker-dealer, Regulation ATS, investment adviser, public offering, general solicitation, and state regulatory issues.

Mergers and Acquisitions of Regulated Entities

Ken advises broker-dealers, investment advisers and other financial market participants regarding transactional matters including mergers, acquisitions and joint ventures. He also regularly advises purchasers of regulated entities, including private equity funds/sponsors and institutional investors, regarding transaction structuring and deal terms, regulatory due diligence reviews and operational risk reviews. He assists clients throughout the life of the transaction, including with respect to obtaining the necessary regulatory approvals and client consents to effect changes in control and implementing post-closing restructuring and business integration strategies.

Marketing and Product Distribution

Ken advises broker-dealers, investment advisers and other financial intermediaries regarding the full range of regulatory matters concerning the marketing and distribution of registered and private investment funds and the marketing of investment advisory services. His work in this area includes advice regarding: distribution, placement agent, recordkeeping, revenue sharing and solicitation arrangements; compliance with the Securities Act rules applicable to offshore offerings and private placements; compliance with FINRA and SEC advertising rules; performance advertising and compliance with the Global Investment Performance Standards (GIPS); training of legal, compliance and sales personnel; and the development of internal policies to address the marketing of securities products and investment advisory services.

Speaking Engagements

National Regulatory Services "Investment Adviser Performance and Advertising," September 15, 2015

"Best Practices and Trends for M&A in the Fund Industry in 2015", Boston, MA and Webinar, April 16, 2015

National Regulatory Service Investment Adviser Compliance Symposium, "Investment Adviser Performance and Advertising," Chicago, IL, July 23, 2014

National Regulatory Services, "How the Industry (and the Regulators) are Dealing with FINRA's Suitability Rules," July 11, 2013

National Regulatory Services, "Broker-Dealer Regulatory Update," November 29, 2012

Practicing Law Institute, Fundamentals of Broker Dealer Regulation 2009, "Supervisory Requirements, Compliance Programs and Examinations," New York, NY, June 29, 2009