BROKER DEALER

Our broker-dealer practice group regularly provides comprehensive legal services to our broker dealer clients.  We represent U.S. national, international and regional investment banking firms, full service brokerage firms, broker-dealer/investment adviser firms, introducing firms and independent research broker-dealers.  We advise our broker-dealer clients on all aspects of the securities laws, including regulatory compliance, corporate, public and private capital raising and transactional matters.  We also represent our broker-dealer clients in regulatory and self-regulatory enforcement investigations and proceedings before the SEC, FINRA (formerly, NASD and NYSE) and state regulators.  We represent our broker dealer clients in securities-related litigation and arbitrations, either in connection with industry disputes or in defending them against customer complaints.

The Firm advises clients on the applicability of federal and state securities laws and the rules of self-regulatory organizations to securities and business activities.  We advise clients about, among other things, sales, trading and market making practices, supervisory policies and procedures, website content, public and private offering procedures, customer order handling and order execution, advertising and communications with the public, alternative trading systems, and development of new securities products and services. 

The Firm also regularly advises clients on various other regulatory issues, including insider trading and 2710 compensation issues in connection with PIPE transactions, (see latest proposed rule change) Regulation M issues, mark-up and mark-down issues, revenue-sharing, best execution, SEC Rule 10b-10 confirmation disclosure, net capital requirements, Forms B-D, BDW, U-4 and U-5 disclosure, advertising and communications with the public and trade reporting issues.  We have represented introducing firms in the negotiation of clearing agreements and advise firms about clearing issues.  In addition, we have assisted firms in requesting guidance from regulators including exemptive and "no-action" relief concerning novel securities issues, and the creation and distribution of products or services proposed by our clients.  We frequently assist clients in working with, the SEC, FINRA, and state securities regulators in connection with the creation and registration of new firms, expansion of authority, and legal issues affecting their brokers.

The Firm advises our clients on U.S. state and federal registration obligations and exemptions and exclusions from U.S. state or federal broker-dealer registration.  We frequently address issues related to finders and consultants (see recent cases) and whether their activities require the registration of those persons or entities.  We also advise our clients in connection with registration obligations, exemptions or exclusions with respect to securities transactions conducted in foreign jurisdictions.

Our broker-dealer practice group represents clients in the broker-dealer registration and SRO membership application process.  Our representation includes drafting business plans, procuring supervisory procedures and continuing education assessments, preparation of applications and documents required by regulators, advising clients on net capital, disclosure and other ongoing requirements, and working with the clients and the regulators to facilitate and expedite the registration and membership application processes.  The Firm also represents clients in connection with obtaining and expanding authority as our client’s business models evolve.