We have handled our clients’ significant individual matters, and because of the breadth of our experience and size, we have also handled portfolios of work and can scale-up as needed. We have the advantage of being a large law firm with an international platform and many complimentary practice disciplines, including tax, trust and estates, investment companies, information security, retirement plans and ERISA, restrictive covenants, private equity, e-discovery, white collar criminal, banking, investment management, private funds and bankruptcy.
Formation, Registration, and Membership Our lawyers have extensive experience counseling clients on the formation of both state and SEC-registered investment advisory firms, as well as on the formation of broker-dealers. We also have handled initial and continuing membership applications for broker-dealers and their registration with FINRA, including in situations involving a change of control. We frequently counsel clients regarding disclosures on the Forms U4 and U5, BD and ADV, and we have experience advising clients on disclosures made pursuant to FINRA Rule 4530.
Regulatory and Compliance Counseling We are often engaged by our clients to provide guidance on federal, state and SRO rules and requirements, including working with clients on branch examinations conducted by their regulators. We prepare and advise on policies and procedures, and counsel clients on supervision and compliance standards. We also provide client training sessions on industry rules and sales practice issues.
Transactions, Offerings, and Operations Our team regularly advises broker-dealers on the structuring and execution of transactional matters, including public offerings, private placements, M&A and other capital markets activities. We also counsel broker-dealer clients on day-to-day arrangements needed to facilitate and grow their business including commission sharing agreements, master/selected dealer agreements, and other commercial relationships. Additionally, we are frequently engaged by broker-dealers to help with matters related to their, and their customer’s, digital evolution including online trading matters, FinTech and RegTech implementations, software licensing, information security and data privacy matters.
Internal Reviews and Investigations Clients turn to our lawyers to handle their toughest internal reviews. Those reviews have involved, among other things, extensive employee and customer fraud and Ponzi schemes; manipulative trading practices; foreign currency schemes; short-term trading of ETFs, UITs and close-end funds; churning and excessive trading; and the sale of equity IPO shares.
Our lawyers understand the importance of conducting an objective review, and the process for doing it correctly. We also know how to efficiently work with clients to conduct the review and, perhaps most importantly, we understand that our role is to fact-find and fairly report those findings to our clients so that they can make their decisions. We work with internal corporate partners, including from legal, compliance, line of business, employment legal, HR, internal investigations and risk. We also regularly assist in advising our clients on disclosures resulting from the internal reviews, including on the Uniform Form U5.
Regulatory Investigations and Enforcement Broker-dealers and investment advisers are highly regulated entities. The SEC, FINRA and state governments all have jurisdiction and are active, and the firms have an obligation to respond to regulatory investigations and actions. Our attorneys have experience handling and resolving regulatory matters – from preliminary inquiries to enforcement actions.
Customer, Industry and Employee Disputes Our nationwide team of experienced litigators has a long history of representing firms in customer, industry and employee disputes. That includes handling matters through pre-litigation negotiation and, if necessary, litigating matters to conclusion in jurisdictions such as the FINRA arbitration forum, where our attorneys have handled many disputes. We have experience with all types of customer sales practice claims, employment issues, and competition-oriented claims, such as those relating to restrictive covenants.