Ken Juster is a partner in the investment management group, 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.
Mr. Juster’s practice is focused in the following areas:
Broker Dealer RegulationMr. Juster 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.
Broker and Adviser “Status” IssuesMr. Juster 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 PlatformsMr. Juster 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 EntitiesMr. Juster 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 DistributionMr. Juster 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.
Adviser RegulationMr. Juster 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.
Prior to joining K&L Gates, Mr. Juster was regulatory counsel for a large retail broker-dealer where he was responsible for advising the compliance, operations and trading departments on federal and state securities laws and SRO rules, and managing SEC, FINRA and state investigations and examinations. Previously, Mr. Juster was assistant general counsel of an institutional broker-dealer where his practice focused on legal and regulatory compliance, domestic and international brokerage relationships, energy and FX brokerage, soft dollars and electronic trading. Mr. Juster also spent three years as head of compliance at an institutional broker-dealer in New York, where he was responsible for all aspects of legal and regulatory compliance related to the trading of equities, municipal bonds and other fixed income instruments, and derivative products. In these roles, Mr. Juster gained extensive experience with soft dollar compliance, including secondary clearing, commission sharing and introducing broker arrangements.
Prior to his in-house counsel and compliance roles, Mr. Juster 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. Mr. Juster was responsible for developing and advancing the Forum's policy positions and coordinating the efforts of the forum's various working groups and committees. He also served as the forum's spokesman at industry events in the United States and Europe and liaison to government regulators and the press.