Our practice is comprised of lawyers in the Americas, Asia, Europe and the Middle East who work closely as a team to provide creative and practical solutions to complex issues affecting broker-dealers and other financial market participants. Our practice includes alumni of governmental agencies, self-regulatory organizations (“SROs”), and various market participants. Our lawyers hold leadership positions in legal trade groups and work closely with industry participants and trade organizations on public policy matters. We help broker-dealers navigate legislative and regulatory developments and advise on operational and practical considerations in this context.
We advise on federal securities laws, state securities or “Blue Sky” laws, FINRA rules and the rules of securities exchanges, clearing agencies and the Municipal Securities Rulemaking Board. Our clients include banks, broker-dealers, insurance companies, investment companies, private funds and their advisers, proprietary trading firms, alternative trading systems (“ATSs”), global financial institutions, technology and other service providers, among other market participants.
Among other things, we advise clients on:
- “Broker” status questions under the U.S. federal and state securities laws, including “finder” issues;
- Broker-dealer formation and registration, including registration with the SEC and state securities authorities as well as applications for membership in FINRA, securities exchanges and clearing agencies;
- Broker-dealer transactions, including broker-dealer M&A, restructurings, business/asset transfers, business consolidations and internal reorganizations, joint ventures and business expansions/material changes in business operations (including FINRA continuing membership applications (CMA) and materiality consultations (Mat Con));
- Exclusions and exemptions from broker-dealer registration under the U.S. federal and state securities laws, including with respect to “M&A brokers” as well as associated persons of issuers participating in the sale of the issuer’s securities pursuant to SEC Rule 3a4-1;
- Cross-border issues, including SEC Rule 15a-6 and “chaperoning” arrangements thereunder as well as related considerations under state securities or “Blue Sky” laws;
- Outsourcing arrangements and vendor management, including digital transformation projects;
- Digital platforms, including the launch and operation of mobile trading apps, and digital engagement practices (DEPs);
- Use of artificial intelligence and other cutting-edge technologies in client-facing and back-office settings, including risk management strategies and technology governance;
- Digital assets (e.g., digital asset securities and crypto currencies) and blockchain technology, including broker-dealer regulatory considerations, tokenization of securities issuances, secondary market trading/ATSs as well as back-office and recordkeeping efficiencies;
- Cybersecurity and technology management;
- “Bank networking” and “insurance networking” arrangements;
- Registration requirements and exemptions therefrom for government securities brokers and dealers, municipal securities brokers and dealers, and municipal advisors;
- Personnel licensing and registration requirements under FINRA/SRO rules and state securities laws, including reporting obligations under Forms U4 and U5 as well as fingerprinting requirements and exemptions therefrom;
- Review and negotiation of clearing, custody, technology, outsourcing and other service agreements;
- Prime brokerage;
- Remote work environments, including remote inspections and supervision, Residential Supervisory Locations, surveillance and technology considerations as well as related regulatory filing requirements;
- Gifts, business entertainment, non-cash compensation and political contributions;
- Complex products and related regulatory considerations;
- Communications with the Public, including marketing issues and filings with FINRA’s Advertising Regulation Department;
- Regulation Best Interest and suitability;
- Books & records requirements, including regulatory considerations relating to electronic recordkeeping systems, cloud services and third-party recordkeeping service providers;
- Regulatory reporting and disclosure obligations;
- FINRA Corporate Financing Rules;
- Private placements, including negotiation of placement agent agreements and advice on broker-dealer regulatory expectations with respect to issuer due diligence, disclosure and filing requirements (e.g., FINRA Rules 5122 and 5123), and deal file-related recordkeeping;
- Broker-dealer financial responsibility rules, including net capital (SEC Rule 15c3-1), customer protection (SEC Rule 15c3-3), and margin;
- Compliance with Regulations NMS, SHO and ATS, as well as SRO rules relating to trading and markets;
- Regulation M and considerations under FINRA Rule 5190;
- Research analysts and research reports, including “soft dollar” and “hard dollar” arrangements;
- Bank Secrecy Act/Anti-Money Laundering and Office of Foreign Assets Control compliance;
- Collateral consequences of criminal, civil and regulatory actions, including disqualifications and regulatory filing obligations under the U.S. federal and state securities laws and the rules of FINRA and other SROs, including securities exchanges and clearing agencies;
- Regulatory advocacy with respect to rulemaking, requests for exemptive and no-action relief, requests for interpretive guidance and other matters before the SEC, FINRA and other financial industry regulators;
- Customer order handling rules, anti-manipulation rules, fair pricing and mark-up/mark-down rules, best execution requirements, market structure issues, and SEC Rule 15c3-5 (Market Access Rule);
- Trade reporting;
- SEC Rule 15c2-11 and related exemptive relief; and
- Regulatory examinations, sweeps, enforcement matters, and internal audits and investigations.
