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.

Contacts:

Richard S. Heller, 212.908.3907
Richard.Heller@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).

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 - 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

SEC Comments: Proposed Offering and Communication Rules for BDCs and Closed-End Funds – Webinar - June 17, 2019

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