Overview

Our Investment Management lawyers have formed, counseled and represented hundreds of broker-dealers over the course of many years, offering comprehensive services for both new and existing firms. Our team includes lawyers with industry experience, including one who held a senior role with the Financial Industry Regulatory Authority (FINRA).

We assist startup broker-dealers with the numerous aspects of registration with 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 startup broker-dealers to navigate; however, we have the experience to guide clients through the process and assist with all required documentation. Dodd-Frank and other regulatory requirements dictate that new broker-dealers carefully formulate their business strategies. Indeed, FINRA business plans now require specific items to be included as part of the NMA, and FINRA has incorporated a triage component in the filing process, which requires an in-depth response. We excel at guiding firms through every step of the process to reach final approval.

Our team also assists operating broker-dealers in many areas. We provide guidance regarding ongoing SEC and FINRA compliance; assist with audits and investigations; prepare federal and state securities filings, including fulfilling the regulatory requirements related to changes in business, ownership or management (e.g., filing FINRA’s continuing membership application and satisfying the SEC’s new Form CRS filing requirements); advise on the handing and custody of digital and alternative assets; defend clients and their registered representatives before the SEC, FINRA, NYSE, CFTC and state securities agencies; and represent clients in on-the-record interviews and enforcement matters.

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

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.

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
Webinar Recordings

IM Coffee Chat - A Guide to Mutual Fund Insurance - 7.27.2021

IM Coffee Chat - Resolving Exam or Enforcement Issues - 7.14.2021

IM Coffee Chat - Non-compete Agreements: What You Need to Know - 6.30.2021

IM Coffee Chat - Handling Regulatory Inquiry – Step One: Practice Makes Perfect with Mock Exams - 6.23.2021

IM Coffee Chat - So, You’re Not a Statistician: Value at Risk for Trustees - 6.16.2021

IM Coffee Chat - NYAG Blue Sky Law Modernization in Practice - 6.9.2021

IM Coffee Chat - Protecting Your Intellectual Property: Beware the Trolls - 5.26.2021

IM Coffee Chat - Considerations for Fund Governance - 5.19.2021

IM Coffee Chat - Vendor Engagements – Managing Cybersecurity and Privacy Risks - 5.12.2021

IM Coffee Chat - Session Fifteen - Private Equity in the Registered Fund Structure - 5.5.2021

IM Coffee Chat - Session Fourteen - The Current State of Private Equity - 4.29.2021

IM Coffee Chat - Session Thirteen - ERISA's Five-Part Investment Advice Test - 4.21.2021

IM Coffee Chat - Session Twelve - Cannabis and Division of Investment Management - 4.14.2021

IM Coffee Chat - Session Eleven - Converting a Mutual Fund to an ETF - 4.7.2021

IM Coffee Chat - Session Ten - ESG Investing from Different Angles - 3.31.2021

IM Coffee Chat - Session Nine: R.I.P. ESG? Implications of Recent ERISA Guidance on ESG Investing - 2.24.2021

IM Coffee Chat - Session Eight: New Adviser Advertisement Rule – Performance Advertising - March 17, 2021

IM Coffee Chat - Session Seven - SEC's New Marketing Rule: Testimonials, Endorsements and Solicitation Activity - March 10, 2021

IM Coffee Chat - Session Six - SEC’s New Marketing Rule: Redefining “Advertisement” - March 03, 2021

IM Coffee Chat - Session Five - 2021 Form ADV Updates - February 26, 2021

IM Coffee Chat - Session Four - Building a Diverse Board - February 24, 2021

IM Coffee Chat - Session Three - Diversity in the Boardroom - February 17, 2021

IM Coffee Chat - Session Two - Bitcoin ETPs - February 10, 2021

IM Coffee Chat - Session One - Cryptocurrency Products: State of Play - February 3, 2021

Webinar Series for Private Funds – It's a New Day: Fees & Expenses and Codes of Ethics - August 26, 2020

Webinar Series for Private Funds – It's a New Day: Conflicts, Part II - August 12, 2020

Webinar Series for Private Funds – It's a New Day: Conflicts, Part I - July 29, 2020

Webinar: Seizing Opportunities in the ETF Marketplace - December 01, 2016