Broker Dealer Compliance

Customized solutions and flexible, creative and effective compliance.

In the highly regulated environment of investment products, it is vital to be highly knowledgeable and well versed in the investment and financial services industry. Where opportunities and options meet federal, state and industry regulations, we provide proactive, expert advice and guidance that can only come with years of experience in all aspects of the industry.

In this evolving area of practice, we help the business side of the business side – product sponsors – to get their products into regulatory compliance and into the hands of investors. Our attorneys are on the cutting edge of helping product sponsors address the numerous regulatory issues that present the most complex investor protection mandates.

We assist product sponsors in navigating barriers of entry and merit decisions regarding whether their product is compliant across SEC, FINRA and “Blue Sky” regulatory authorities.

We also assist broker dealers, financial services companies and investment program sponsors make effective use of the affiliate broker dealers and distribution networks with which they intend to establish in connection with their marketing efforts.

We specialize in:

  • Development of per share estimated values under new FINRA rules 2310 (b) (5) & 2340 (c)
  • Product structuring of non-trader REITS , Real Estate, and Oil & Gas limited partnerships
  • Advise on the structure of underwriting compensation in connection with both listed securities and non-listed investment programs
  • Develop written supervisory procedures and internal controls that are designed to assist BDs and investment advisors to supervise day-to-day sales practices and operations and detect activity which might be inconsistent with federal, state and self-regularity statutes, rules and regulations.
  • Heavily involved in complex litigation, defending our clients in connection with matters that arise from regulatory reviews and customer complaints.
  • Heavily involved in the development of new rules and regulations that are proposed by the SEC FINRA and the state regulators
  • Existing and emerging cyber security matters

Details of services provided:

Creation and registration of new SEC broker-dealers and investment advisers:

  • Prepare, file and represent clients in connection with the membership application process and changes to membership before FINRA.
  • Manage and respond to examinations of broker dealers and investment advisers by the SEC, FINRA and state securities regulators.
  • Obtain relief from rules through preparation and filing of requests for exemptions with FINRA, and SEC requests for interpretive advice and no-action letter processes.

Provide registered broker dealers and investment advisers with advice related to new rules or regulatory guidance:

  • Review and enhance compliance and supervisory processes, supervisory control systems and written supervisory procedures.
  • Develop and administer written training programs in connection with firm element continuing education.
  • Comment on proposed SEC and FINRA rules and develop and implement training and procedures for firm compliance with rules that have been enacted or amended.

Provide issuers and registered broker dealers with advice related to:

  • Offering and distribution-related structure of initial public offerings (“IPO”) follow-on offerings and private placements
  • Fairness of underwriting compensation and distribution terms and arrangements
  • Functioning of the IPO markets,
  • Commencement of aftermarket trading following termination of an IPO

Provide guidance on SEC financial responsibility rules and SEC and FINRA rules related to:

  • Creation and maintenance of required books and records
  • Sales practice rules involving recommendations to clients, s
  • Suitability of sales and concentration of securities positions in client portfolios

Provide registered broker dealers and investment advisors, registered representatives, real estate securities companies and capital markets firms with guidance on:

  • New product development and sales
  • Corporate governance
  • Board and management advice
  • Regulatory consulting designed to improve the efficiencies of their governance, compliance and sales processes.

We also are well-equipped to provide:

  • Real estate syndication structuring and sales support
  • Capital markets analysis
  • Management and financial consulting to broker dealer and public company clients for improving the efficiencies of their compliance, internal controls and other procedures and processes

Provide consulting services on a wide range of written supervisory procedures:

  • Internal controls
  • Supervisory procedures and operational matters, particularly involving the day to day operations of Capital markets desks, research and investment banking and syndicate activities, risk management and product sales
  • Branch office management and oversight