Lawyers & Professionals

Firm Overview

Instead of trying to be everything to everybody, we’ve made a name for ourselves by delivering what our clients need most: in-depth, hands-on legal counsel throughout the financial services sector — and beyond.

Get to know us

Firm News

There’s a lot going on at Schulte — we’re wrapping up high-profile matters, welcoming talented new lawyers, speaking on issues that affect our clients, and more.

Read all about it

Pro Bono

Throughout our history, Schulte has provided comprehensive pro bono services to local and national nonprofit organizations. Today, we serve more than 50 nonprofits and work to advance a variety of social justice causes.

Learn more

Diversity, Equity and Inclusion

Inside the firm, we work hard to attract diverse, talented lawyers and encourage their career growth and advancement. And outside the office, we’re active in volunteer drives and local initiatives that support underrepresented groups.

See what we’re up to


Firm connections that last a lifetime. The Schulte Alumni Network is a lifelong community spanning roles, practices, and offices.

Learn more

Social Responsibility

We take doing “good work” seriously — whether we’re talking about our high ethical standards or the way in which we foster a positive and inclusive culture for our personnel and support local communities.

See how we work


  • New York

    • 919 Third Avenue
    • New York, NY 10022
    • United States of America
      • +1 212.756.2000 Phone
      • +1 212.593.5955 Fax
  • Washington, DC

    • 555 13th Street, NW, Suite 6W
    • Washington, DC 20004
    • United States of America
      • +1 202.729.7470 Phone
      • +1 202.730.4520 Fax
  • London

    • One Eagle Place
    • London SW1Y 6AF
    • United Kingdom
      • +44 (0) 20 7081 8000 Phone
      • +44 (0) 20 7081 8010 Fax
We’ve rebranded!
Visit our homepage to see the new brand in action.

On April 18, 2018, the SEC proposed a set of rules and interpretations addressing the standards of care applicable to investment advisers and broker-dealers.[1] Two of the proposals apply only to retail investors: “Regulation Best Interest” — which would impose a standard of care on broker-dealers — and proposed Form CRS — which would require SEC-registered investment advisers (“RIAs”) and broker-dealers to provide a “relationship summary” to retail clients.

The third proposal, however, applies to investment advisers more broadly and also includes a request for comment on enhancing investment adviser regulation. The “Proposed Commission Interpretation Regarding Standard of Conduct for Investment Advisers; Request for Comment on Enhancing Investment Adviser Regulation” includes four separate sections:

  1. A proposed interpretation of an investment adviser’s fiduciary duties under federal law;
  2. A request for comment on federal licensing and continuing education requirements for personnel of RIAs;
  3. A request for comment on the provision of account statements to RIA clients; and
  4. A request for comment on financial responsibility requirements.

The broadest aspect of this proposal is the proposed interpretation of an adviser’s fiduciary duty, which is focused on fiduciary duty as a general concept and is not limited to the duties owed to a single category of clients (e.g., retail clients). The SEC proposal identifies and explores several subsidiary duties that are subsumed within an overall fiduciary duty:

  • The duty of care, which includes:
    • A duty to provide advice that is in the client’s best interest;
    • A duty to seek best execution; and
    • A duty to act and to provide advice and monitoring over the course of the relationship.
  • The duty of loyalty.

While the proposed fiduciary duty interpretation reiterates general standards well-established in prior precedent, it also includes a discussion of conflicts of interest that reflects more recent SEC staff perspectives. For example, the proposed interpretation indicates that “an adviser disclosing that it ‘may’ have a conflict is not adequate disclosure when the conflict actually exists.”

In its request for comment with respect to federal licensing and continuing education, the SEC focuses on “investment adviser representatives” — typically, a supervised person of an RIA who has more than five clients who are natural persons but not qualified clients and more than 10 percent of whose clients are natural persons but not qualified clients. However, while it is focused on investment adviser representatives, the request for comments also asks whether other advisory personnel should be included in any federal licensing and continuing education requirements, including all supervised persons or any individuals for whom an adviser must deliver a Form ADV Part 2B brochure supplement. This additional element of the SEC proposal, on its face, is not limited to advisers with retail clients.

The request for comment on the provision of account statements is more narrowly focused on retail clients, but it also more generally asks about the costs and benefits of requiring the provision of account statements specifying dollar amounts of fees and expenses.

Finally, the request for comments as to financial responsibility asks whether RIAs should be subject to net capital rules or other financial responsibility requirements, such as a fidelity bond, to ensure they can meet their financial obligations. The request also asks whether registered investment advisers should “be required to obtain annual audits of their own financials and to provide such information on Form ADV.”

Comments on the proposals will be due within 90 days of publication in the Federal Register, and we look forward to discussing these issues with our clients as we prepare comments for submission.

Authored by Brian T. Daly and Marc E. Elovitz.

If you have any questions concerning this Alert, please contact your attorney at Schulte Roth & Zabel or one of the authors.

[1] SEC proposal available here and SEC press release available here.

This communication is issued by Schulte Roth & Zabel LLP for informational purposes only and does not constitute legal advice or establish an attorney-client relationship. In some jurisdictions, this publication may be considered attorney advertising. ©2018 Schulte Roth & Zabel LLP.

All rights reserved. SCHULTE ROTH & ZABEL is the registered trademark of Schulte Roth & Zabel LLP.