Naomi Sakamoto is a member of the Corporate & Business Practice Group. She represents clients in administrative proceedings, business transactions, commercial, corporate, investment advisory and securities matters. She helps clients decide upon an appropriate business entity to conduct planned activities, comply with state and federal securities laws and regulations when raising capital, negotiate terms and conditions of commercial borrowings, and implement plans for business expansion. Her work includes the review and preparation of a broad range of contracts and business agreements. She also represents financial professionals and health care providers in regulatory investigations and proceedings.
Representative Experience
Work with Investment Advisers
- Advising investment management professionals regarding formation or organization of adviser entities, registration with the Securities and Exchange Commission or state regulatory bodies as investment advisers;
- Consultation regarding Form ADV, Schedules and Amendments;
- Preparation and review of account opening documentation, including financial planning agreements, investment advisory agreements, trading authorizations, instructions to custodians;
- Review of client questionnaires, investment objectives and profile forms;
- Providing advice to advisers and representatives regarding compliance with the Investment Advisers Act of 1940, federal rules and applicable state laws and regulations governing advisers and their representatives;
- Preparation and review of policies and procedures for adoption and implementation (e.g., anti-money laundering, compliance and supervisory procedures, code of ethics, personal securities transactions, privacy, proxy voting, insider trading, business continuity plans);
- Consultation regarding marketing materials, reporting and record keeping requirements, fiduciary duties, soft dollar issues, best execution obligations, use and compensation of third party solicitors;
- Conducting internal investigations and reviews in connection with reports or allegations of wrongdoing;
- Representation in responding to queries, investigations by regulatory authorities;
- Negotiating resolution of enforcement proceedings;
- Assistance in preparation for SEC, state regulatory examinations.
Securities
- Assistance to newly formed or growing enterprises in connection with raising capital via private offerings of securities in reliance upon federal (e.g., Regulation D) and state exemptions from registration;
- Preparation of Subscription Agreements, Non-Disclosure and Confidentiality Agreements, Investor Questionnaires, Stock Purchase Agreements;
- Preparation of Securities and Exchange Commission filings and submissions to state regulatory bodies to secure exemptions from registration of securities;
- Representation with respect to regulatory inquiries and proceedings regarding issuance of securities, private placements, broker-dealer and other issues;
- Advice regarding formation of private equity funds and securities law compliance matters;
- Advice regarding broker-dealer, finder status issues;
- Representation in disputes between customers and financial professionals, litigation and arbitration.
Business Transactions, Contracts and Corporate
- Review, negotiation and drafting of business agreements;
- Review, negotiation of physician, hospital agreements, health care sector services agreements;
- Sale of businesses, real property and other assets;
- Commercial loans, including syndications and participations;
- Manufacturing, licensing, sales agent agreements;
- Due diligence;
- Internal reviews and investigations;
- Formation and organization of business entities (e.g., corporations, limited partnerships, limited liability companies).
Regulatory and Administrative Proceedings
- Certificate of Need applications, reconsideration and contested cases on behalf of health care providers;
- Representation of physician and other licensed health care providers in regulatory inquiries, proceedings;
- Representation of financial professionals in regulatory investigations and proceedings.
Presentations and Briefings
- March 2008, Association of Certified Fraud Examiners, Honolulu, Hawaii, "Aiding and Abetting" FRAUD, when private actions for securities fraud may be brought against secondary actors when companies engage in wrongdoing in violation of the securities laws and the January 2008 U. S. Supreme Court's 5 - 3 decision in "Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc. et al."
- October 2007, FPA Hawaii Annual Fall Symposium, Honolulu, Hawaii: "Business Continuity Planning for Investment Advisers," discussing preparation for significant business disruption, fiduciary responsibilities, continuity planning.
- June 2007, CFA Day Investment Conference, "Investing in a Rapidly Changing World," Honolulu, Hawaii: "Regulatory Developments, Rulings and Releases" regarding court decisions overturning the SEC rule requiring many hedge funds to register as investment advisers, the fee-based brokerage account rule, and proposed changes to "accredited investor" definition and proposed hedge fund adviser fraud rule.
- October 2005, FPA Hawaii Annual Fall Symposium, Honolulu, Hawaii: "Compliance Matters for Investment Advisers," discussing registration, risk management practices, compliance and regulatory matters.
- June 2005, Breakfast Briefing, Honolulu, Hawaii: "Compliance Matters," addressing compliance policies and procedures for investment advisers, designation of chief compliance officers, conducting annual reviews, adviser code of ethics and related regulatory matters.
Distinctions
- Highest "AV" Professional Rating, Martindale-Hubbell Law Directory
Affiliations
- American Bar Association, Business Law Section, Broker-Dealers and Investment Advisers, Federal Regulation of Securities, Investment Companies and Investment Advisers; State Regulation of Securities Committees; Real Property, Trust and Estate Law Section, Probate and Fiduciary Litigation Committee
- Hawaii State Bar Association; Securities Law Committee
- Maine State Bar Association; Securities Law Committee
- Maine International Trade Center (Board of Directors 2002-2005)
- New Hampshire State Bar Association
- World Affairs Council of Maine (Board of Directors 2002-2005)
