Overview

Our Investment Management lawyers have formed, counseled and represented hundreds of broker-dealers (BDs) over the course of many years and offer comprehensive services for both new and existing firms.

We assist start-up broker-dealers with the numerous aspects of registration with the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission (SEC) and relevant state securities or “blue sky” authorities. FINRA's new membership application (NMA) process can be difficult for start-up BDs to navigate; however, our lawyers have the expertise to guide clients through the NMA process and assist with all of the required documentation. Due to Dodd-Frank and other regulatory requirements, new broker-dealers must carefully formulate their business strategies; indeed, FINRA Business Plans have evolved and require specific items to be addressed. FINRA has also adopted a triage component of the filing process which requires an in-depth response, an area in which our firm excels.

Our team also assists operating broker-dealers in many areas. We counsel clients with respect to ongoing SEC and FINRA compliance; assist with audits and investigations; prepare federal and state securities filings, including fulfilling the regulatory requirements related to any changes in business, ownership or management (e.g., filing FINRA's continuing membership application (CMA)); provide advice on and defend clients in SEC enforcement matters; and represent broker-dealers and registered representatives before the FINRA.

In addition, our lawyers are adept at assisting broker-dealers in transactional work, including mergers and acquisitions, private placements and public offerings, and often assist broker-dealers in structuring these and other transactions.

For additional information, please visit our Broker-Dealer site.

Contacts:

Richard S. Heller, 212.908.3907
Richard.Heller@ThompsonHine.com

James P. Jalil, 212.908.3976
James.Jalil@ThompsonHine.com

 
Experience

We offer comprehensive services for the formation, registration, management and day-to-day operation of successful broker-dealer firms; this is not an all-inclusive list. If you have any questions, please contact Richard S. Heller (212.908.3907) or James P. Jalil (212.908.3976).

Representative Experience
  • Preparing all formation and registration documents required by the SEC, FINRA and state regulators, including Forms BD, NMA, U4 and U5; Entitlement documents; Business Plans; Written Supervisory Procedures; Anti-Money Laundering Procedures; Business Continuity Plans, etc.
  • Assisting with start-up activities, such as acquiring the surety bonds required by many states' securities laws
  • Serving as broker-dealers' primary liaison with FINRA
  • Assisting with and attending broker-dealers' pre-membership interviews
  • Advising broker-dealers in connection with Dodd-Frank and JOBS Act compliance, particularly in light of the relaxation of the prohibition on general solicitations under the JOBS Act
  • Preparing compliance policies and programs (e.g., Firm Element Continuing Education manuals, etc.) and conducting compliance reviews
  • Reviewing advertising and marketing material
  • Providing advice on SEC proceedings
  • Defending broker-dealers and/or their employees in SEC enforcement matters
  • Representing broker-dealers and/or their registered representatives in connection with FINRA audits, inquiries, on-the-record interviews and arbitrations
  • Defending broker-dealers and registered representatives ("associated persons") before the FINRA
  • Assisting broker-dealers in transactional work, including mergers and acquisitions, private placements and public offerings