Ms. Naomi Sakamoto Esq. | Attorney

Naomi Sakamoto represents clients in business transactions, commercial, corporate, investment advisory and securities matters.   Examples of her work include:

Working 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 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 Matters

• 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.

Business Transactions and Corporate Matters

• Review, negotiation and drafting of business agreements;
• Sale of businesses, real property and other assets;
• Commercial loans, including syndications and participations;
• Manufacturing, sales agent agreements;
• Due Diligence;
• Internal Reviews;
• Formation and organization of business entities (e.g., corporations, limited partnerships, limited liability companies).

Presentations and Briefings 

Naomi Sakamoto is Of Counsel to Carlsmith Ball LLP, a limited liability law partnership with offices in Honolulu, Kapolei, Hilo, Kona, Maui, Guam, Saipan and Los Angeles.