Contact: Edward B. Whittemore, Chair
Formation of Broker Dealers
Our attorneys assist clients in forming broker dealers compliance with the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”) requirements. Specifically, we counsel clients on registration and choice of corporate structures, and we form entities and prepare operational documents. Additionally, we have significant regulatory experience related to the SEC and FINRA membership application process, which includes counseling clients with such applications and preparing membership applications. We also perform legal services related to the early operations of the broker dealer, including the broker dealer and associated persons’ registrations and operational issues.
As an added value, we are able to provide our clients with introductions to various consultants (financial operations, compliance, management, trading and technology) to assemble an appropriate team to meet their business and regulatory needs. We work with our clients and their consultants to bridge the gap between the business and legal needs of their broker dealer. Our working relationships with these consultants can translate to efficiencies and savings for clients.
Change in Membership Applications
Change in Ownership or Control (Purchase and Sale of Broker Dealers)
We assist clients in buying and selling broker dealers, which in addition to a conventional purchase transaction requires regulatory approval for the change in ownership or control. We negotiate and draft membership interest and stock purchase agreements and prepare the change in membership applications. We have had success in obtaining approvals for our clients because we understand the factors that make regulators more likely to grant such approvals.
Changes in or Expansions of the Business
Our attorneys are also able to assist with applications for the approval of material changes in operations of a broker dealer member. This includes the authority to perform new lines of business in addition to those previously granted to the broker dealer pursuant to its membership application. It also includes business changes, which result in the transfer of the broker dealer’s assets, business lines or operations.
We have represented broker dealer clients in SEC, FINRA and state-level regulatory investigations and annual exams. We also work with clients to respond to requests for information, Exit Conferences, On-the-record Interviews and negotiations of Acceptance, Waivers and Consents. We have relationships with outside consultants who can assist in self-diagnosing and addressing regulatory issues in order to mitigate and remediate any compliance issues. We have previously worked with consultants to address regulatory deficiencies in the operations of broker dealers in order to best mitigate penalties prior to and during an investigation.
FINRA Arbitration and Securities Litigation
Our attorneys have experience representing clients in connection with FINRA arbitrations and civil lawsuits initiated by investors. Additionally, we have experience in class action and derivative securities litigation.
Our attorneys represent placement agents, investment banking firms, issuers and investors in private placements of debt and equity securities transactions, PIPEs, initial public offerings and investment fund transactions. We have represented both the buy side and sell side in mergers and acquisitions, leveraged buyouts and restructurings. We advise broker dealer and investment banking clients with respect to merger and acquisition and public and private capital raising activities.
General Labor and Corporate Matters
We are also able to assist clients with a variety of corporate needs, including negotiation and drafting of placement agent agreements, employment and independent contractor agreements, letters of understanding, limited liability company or operating agreements, bylaws and corporate governance issues.
Relationships with External Consultants
We have strong relationships with compliance consultants, financial operations consultants, trading technology consultants and companies and clearing firms. Having a consultant network allows us to make recommendations to our clients when they have specific needs and allows us to assist with the non-legal matters to achieve our clients’ goals in a cost effective manner. Our experience working with these consultants over the years allows us to work together seamlessly.