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Dallas

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Dallas Arts Tower
2200 Ross Avenue, Suite 4200W
Dallas, TX 75201-7965
United States

BCLP’s Dallas office was established in 2006. Today, the office is an integral part of BCLP’s client support across the globe. The Dallas office has particularly strong practices in Real Estate Capital Markets, Litigation, and Business Transactions.

Because BCLP practices from a “One Firm” business platform, our lawyers in Dallas work as part of an integrated team of lawyers worldwide to serve clients’ needs in key business and financial markets.

Our firm recognizes the value in making a difference in our communities and society. Our Dallas lawyers are involved in several local community service organizations and support pro bono efforts, both locally and firmwide. 

Meet The Team

+1 816 374 3283

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Jun 06, 2022

The SEC’s Continued Efforts to Dive Feet First into Climate Control and ESG Initiatives

On May 25, 2022, the U.S. Securities and Exchange Commission (“SEC”) provided notice of proposed rulemaking aimed at Investment Advisers (“Advisers”), Investment Companies and Business Development Companies (collectively “Funds”) that market themselves as incorporating environmental, social and governance (“ESG”) factors into their investment selection process or overall investment strategies. The public comment period will be open for 60 days following the SEC’s announcement. The proposed rules seek to standardize the categorization of ESG strategies and require Advisers and Funds to provide more specific disclosures in their fund prospectuses, annual reports, and brochures, as well as enhanced ESG reporting requirements on Forms N-CEN and ADV Part 1A, with the quantity of disclosures commensurate with the standardized categorizations. The SEC's proposed rules follow a related announcement of a regulatory enforcement action wherein it charged an investment adviser for misrepresenting the extent it reviewed ESG factors in the investment selection process. Ultimately, that case settled with a public censure, a cease and desist order and a penalty of $1.5 million. Given the SEC’s recent efforts to dive feet first into climate control and ESG initiatives, we fully anticipate that the SEC’s efforts will have a ripple effect throughout the retail distribution of ESG products by broker/dealers. In our opinion, the SEC and other regulators will later look to broker/dealers to exercise a reasonable amount of due diligence to ensure that certain products are in fact “green” before onboarding and advertising products as such. We discuss our thoughts in more detail below.
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Dec 20, 2021

The SEC’s Recent Observations from Examinations into Advisers’ Fee Calculations

Key Takeaways: On November 10, 2021, the SEC released a Risk Alert which provides observations from recent examinations into advisers’ fee calculations. A copy of that Alert can be found HERE.   In yet another bleak report, the SEC declared that “most” of its recent examinations related to this topic resulted in the issuance of deficiency letters. The noted infractions included inadequate compliance programs, inaccurate fee calculations, disclosures that did not match the advisory agreements, and books and records violations. These problems “often” resulted in financial harm to clients and were violations of the advisors’ fiduciary duties under the Investment Advisers Act. Below is a summary of the SEC’s observations as to the compliance failures and its suggestions for ways in which investment advisers can improve in this area.
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Aug 17, 2021

Supervision of Vendors When Outsourcing – The Buck Stops with FINRA Member Firms

Key Takeaways: On August 13, 2021, FINRA issued Regulatory Notice 21-29 (“RN 21-29”) to remind member firms that they must establish and maintain an adequate supervisory system, including written supervisory procedures (“WSPs”), to address any core business activities or regulatory functions outsourced to third-party vendors and/or sub-vendors (collectively “Vendor” or “Vendors”).  FINRA emphasized throughout RN 21-29 that the notice is not intended to create new rules or requirements – rather, its guiding principles are established by existing FINRA and industry rules which were set forth previously in Notice To Members 05-48 , and reiterated in a number of FINRA Enforcement cases since FINRA published that release. FINRA did determine, however, that RN 21-29 is necessary as a refresher for member firms based on its observations of numerous recent exam deficiencies.    In essence, outsourcing an activity or function to a third party does not relieve members of their ultimate responsibility for compliance with all applicable federal securities laws and regulations, and FINRA rules require that the outsourced activities are properly supervised by a licensed individual, where appropriate, within the member firm. RN 21-29 identifies key topics for consideration in ensuring compliance with the applicable rules, including the development of an adequate corporate governance structure that memorializes the decision to outsource and manages the lifecycle of the engagement (from onboarding the Vendor to dissolution). This governance structure should also: ensure adequate supervision, proper registration and cybersecurity protections; include provisions for the maintenance of adequate books and records; and include the creation of a business continuity plan that takes into consideration the outsourcing of the respective business functions to Vendors. These topics are outlined in further detail below.
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The SEC’s Continued Efforts to Dive Feet First into Climate Control and ESG Initiatives
On May 25, 2022, the U.S. Securities and Exchange Commission (“SEC”) provided notice of proposed rulemaking aimed at Investment Advisers (“Advisers”), Investment Companies and Business Development Companies (collectively “Funds”) that market themselves as incorporating environmental, social and governance (“ESG”) factors into their investment selection process or overall investment strategies. The public comment period will be open for 60 days following the SEC’s announcement. The proposed rules seek to standardize the categorization of ESG strategies and require Advisers and Funds to provide more specific disclosures in their fund prospectuses, annual reports, and brochures, as well as enhanced ESG reporting requirements on Forms N-CEN and ADV Part 1A, with the quantity of disclosures commensurate with the standardized categorizations. The SEC's proposed rules follow a related announcement of a regulatory enforcement action wherein it charged an investment adviser for misrepresenting the extent it reviewed ESG factors in the investment selection process. Ultimately, that case settled with a public censure, a cease and desist order and a penalty of $1.5 million. Given the SEC’s recent efforts to dive feet first into climate control and ESG initiatives, we fully anticipate that the SEC’s efforts will have a ripple effect throughout the retail distribution of ESG products by broker/dealers. In our opinion, the SEC and other regulators will later look to broker/dealers to exercise a reasonable amount of due diligence to ensure that certain products are in fact “green” before onboarding and advertising products as such. We discuss our thoughts in more detail below.
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Dec 20, 2021
The SEC’s Recent Observations from Examinations into Advisers’ Fee Calculations
Key Takeaways: On November 10, 2021, the SEC released a Risk Alert which provides observations from recent examinations into advisers’ fee calculations. A copy of that Alert can be found HERE.   In yet another bleak report, the SEC declared that “most” of its recent examinations related to this topic resulted in the issuance of deficiency letters. The noted infractions included inadequate compliance programs, inaccurate fee calculations, disclosures that did not match the advisory agreements, and books and records violations. These problems “often” resulted in financial harm to clients and were violations of the advisors’ fiduciary duties under the Investment Advisers Act. Below is a summary of the SEC’s observations as to the compliance failures and its suggestions for ways in which investment advisers can improve in this area.
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Insights
Aug 17, 2021
Supervision of Vendors When Outsourcing – The Buck Stops with FINRA Member Firms
Key Takeaways: On August 13, 2021, FINRA issued Regulatory Notice 21-29 (“RN 21-29”) to remind member firms that they must establish and maintain an adequate supervisory system, including written supervisory procedures (“WSPs”), to address any core business activities or regulatory functions outsourced to third-party vendors and/or sub-vendors (collectively “Vendor” or “Vendors”).  FINRA emphasized throughout RN 21-29 that the notice is not intended to create new rules or requirements – rather, its guiding principles are established by existing FINRA and industry rules which were set forth previously in Notice To Members 05-48 , and reiterated in a number of FINRA Enforcement cases since FINRA published that release. FINRA did determine, however, that RN 21-29 is necessary as a refresher for member firms based on its observations of numerous recent exam deficiencies.    In essence, outsourcing an activity or function to a third party does not relieve members of their ultimate responsibility for compliance with all applicable federal securities laws and regulations, and FINRA rules require that the outsourced activities are properly supervised by a licensed individual, where appropriate, within the member firm. RN 21-29 identifies key topics for consideration in ensuring compliance with the applicable rules, including the development of an adequate corporate governance structure that memorializes the decision to outsource and manages the lifecycle of the engagement (from onboarding the Vendor to dissolution). This governance structure should also: ensure adequate supervision, proper registration and cybersecurity protections; include provisions for the maintenance of adequate books and records; and include the creation of a business continuity plan that takes into consideration the outsourcing of the respective business functions to Vendors. These topics are outlined in further detail below.
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