Broker-Dealers

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.

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