Read the Show Notes
Endorsements and the SEC Marketing Rule in Advisor M&A
Regulatory scrutiny is evolving, and RIAs involved in acquisitions or succession transitions are starting to see a new area of exam focus: how the SEC’s Marketing Rule endorsement provision may apply to certain client transition communications.
In this episode of The Fine Print, SRG General Counsel Todd Fulks is joined by Christine Ayako Schleppegrell, Partner at Morgan Lewis and former SEC attorney, for a timely discussion on what firms are seeing in exams and deficiency letters, and why this issue is emerging now.
You will hear how a rule many advisors associate with testimonials and advertising is beginning to surface in the M&A transition context, and what firms can do to stay prepared.
Episode Highlights
Why endorsements are starting to come up in M&A-related exams
Todd and Christine explain how some SEC staff have begun examining whether certain client transition communications could be interpreted as endorsements, triggering Marketing Rule disclosure expectations.
How the Marketing Rule applies beyond traditional marketing
The conversation highlights that the endorsement provision is not limited to social media or advertising campaigns. In some situations, it may apply to successor-related messaging and client transition outreach tied to a transaction.
What regulators are asking for right now
Christine shares insight into what SEC exam teams have been requesting, including how firms handle disclosures and whether they have a documented compliance approach around these communications.
Why this issue is emerging unevenly across regions
The episode discusses how this focus has surfaced more in certain SEC regional offices so far, and why firms should be aware even if they have not encountered it directly yet.
Disclosure language and documentation considerations
Todd outlines the importance of carefully structured disclosure language when communications could be construed as an endorsement, and why documentation matters during regulatory review.
Practical steps RIAs can take going forward
The episode closes with actionable guidance for firms involved in M&A, including reviewing transition letter templates, aligning compliance early in the deal process, and building repeatable communication frameworks that reduce exam risk.
Who is Featured in This Episode
Key Takeaway
The SEC’s Marketing Rule is not confined to advertising alone. As endorsement-related questions begin appearing in some advisor M&A exams, firms should approach client transition communications with greater care, disclosure discipline, and compliance awareness.
For RIAs considering a sale, acquisition, or succession transition, this episode offers timely clarity on an emerging regulatory issue.
