Broker-Dealer Regulation

Our Broker-Dealer Regulation Practice Group provides comprehensive legal services to a wide range of domestic and international broker-dealers, including full service and boutique firms, dual registered broker-dealer/investment advisers, introducing brokers, clearing firms, independent research providers and placement agents. We advise our broker-dealer clients on the full spectrum of applicable laws and regulations – federal, state and SRO – and in corporate, public and private capital raising and transactional matters. Our attorneys work with clients in the process of forming broker-dealers, providing guidance on new membership applications, registration requirements and regulatory compliance. We also represent our broker-dealer clients in internal investigations, examinations, investigations and enforcement proceedings before the SEC, FINRA (formerly, NASD and NYSE) and state regulators and in securities-related litigation.

We focus on how each broker-dealer client can effectively and efficiently implement policies, procedures and controls to achieve regulatory compliance and minimize risk within the firm’s particular business model. We assist clients in working with the securities regulators in connection with the creation and registration of new firms and expansion of business activities. We collaborate with clients on drafting business plans and supervisory procedures and preparing applications and documents required by regulators and advise clients on net capital, disclosure, books and records and other ongoing requirements. We frequently address issues related to finders and consultants and whether their activities require the registration of those persons or entities.

The Firm’s professionals have played leadership roles in the establishment of new securities programs, like PIPEs, SPACs and reverse mergers, assisting issuers, investment banks and placement agents in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies, including the SEC and FINRA, and trading venues, including the AMEX and NASDAQ exchanges and the OTC markets. The Firm has significant experience on the regulatory issues that may arise for broker-dealers in these transactions, including due diligence compliance, registration and exemption requirements, insider trading and FINRA Rule 5110 compensation issues. In addition, we assist firms in requesting guidance from regulators, including exemptive and “no-action” relief concerning novel securities issues, and in the creation and distribution of products or services proposed by our clients. We also have been invited to work with FINRA on various issues facing our clients such as the membership process and corporate financing issues.

Our litigators have extensive experience representing broker-dealer clients and their employees before the SEC, FINRA and state securities regulators and in securities-related litigation and arbitrations arising from industry and employment disputes and customer complaints. We have the necessary experience in electronic discovery and industry knowledge to develop a plan of action and mobilize quickly, whether conducting expedited internal investigations or responding to regulatory subpoenas. We know how to engage securities regulators in productive discussions, and when appropriate, our litigators collaborate with our firm’s regulatory attorneys to design and implement enhanced policies and procedures that successfully address regulatory concerns.