Jennifer L. Klass serves as the Co-chair of Baker McKenzie's Financial Regulation and Enforcement Practice in North America. Jen is an experienced investment management lawyer with particular focus on investment adviser regulation and the convergence of investment advisory and brokerage services. She regularly represents clients before the US Securities and Exchange Commission (SEC), both in seeking interpretative guidance and in managing examination and enforcement matters. Jen is a leading practitioner in digital investment advice and the use of FinTech in the asset management industry.
Jen provides practical advice that is informed by her experience as Vice President and Associate Counsel at Goldman, Sachs & Co., where she represented the asset management and private wealth management businesses.
Jen counsels financial services firms on regulatory and compliance matters arising under federal and state securities laws, including fiduciary duty and conflicts of interest, standards of conduct, disclosure and internal controls, advertising and social media, regulatory examinations and enforcement defense. She also has deep experience counseling clients in the development and operation of managed account (or wrap fee) programs and in performing strategic business reviews designed to review and benchmark existing business and compliance practices.
Jen's practice tends to focus on the retail and wealth management businesses of investment advisers and dual registrants, her clients include the full range of asset managers, broker-dealers, and sponsors of private investment funds, mutual funds, and exchange-traded funds.
Representative Legal Matters
Prior to joining the Firm, Jen:
Represented a large retail investment adviser on a strategic review of applicable policies, procedures, and controls of new business to evaluate preparedness for a potential SEC examination.
Successfully persuaded the SEC Staff to close an examination of a dually registered investment adviser and broker-dealer in connection with the fee billing practice of householding the assets of related advisory accounts to qualify for higher breakpoints and reduced advisory fees.
Represented multiple investment advisers and dual registrants in connection with the SEC's mutual fund Share Class Selection Disclosure (SCSD) self-reporting initiative. The SCSD initiative targeted the adequacy of disclosures by financial services firms of conflicts of interest when recommending mutual fund share classes that pay distribution fees (12b-1 fees) to the firms or their affiliates, when lower cost share classes are available.
Represented multiple financial services firms as regulatory counsel in performing due diligence on the acquisition and subsequent integration of digital investment advisers.
Conducted a strategic review of the historic policies, procedures, and controls associated with the offering of a wrap fee program by a large dual registrant.
Represented digital investment advisers in connection with multiple sweeps by the Massachusetts Securities Division on robo advisers (June 2017 – client referral programs, December 2016 – portfolio construction, onboarding, institutional investment adviser platforms, November 2015 – fiduciary duty/suitability).
After multiple referrals of examination findings were consolidated, successfully resolved SEC Enforcement matter charging multiple compliance failures and breaches of fiduciary duty by affiliated dual registrant firms, including failure to disclose the conflict of interest present by the selection of higher cost mutual fund share classes, which lower cost share classes were available, and reverse churning issues.
Successfully persuaded the SEC Staff to close the investment adviser examination of a large financial institution in connection with IPO allocation and fee billing practices.
- Recognized, Who's Who Legal 2016
- Listed, Investment Fund Formation and Management: Mutual Funds, The US Legal 500, 2009
Professional Associations and Memberships
- New York City Bar Association - Member
- New York~United States
- District of Columbia~United States
- Pennsylvania~United States
- Widener University (JD) (1997)
- Lehigh University (BA, magna cum laude) (1992)
- Investment Adviser Association, New York Compliance Workshop, 10 October 2019
- PLI Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law, Third Edition, Chapter>r 63, Regulation of Digital Advisers
- SEC Standards of Conduct: Navigating New Requirements for Retail Advice Disclosures 10 September 2019
- In Focus: Deciphering the SEC's Standard of Conduct for Investment Advisers, 12 July 2019
- SEC Standards of Conduct: Navigating the Investment Adviser Interpretation, 27 June 2019