• Broker-Dealer Status – We advise clients on the extent to which payment structures, proprietary trading, and/or participation in the chain of a securities distribution may trigger the definition of “broker” or “dealer” for purpose of the registration and licensing requirements under federal and state securities laws. In this respect, we commented on SEC rulemakings on behalf of proprietary trading firms and asset managers as to any potential dealer status issues.
• Registration, SRO Membership and Continuing SRO Membership – We advise broker-dealer clients on registration and SRO membership obligations, including compiling the necessary documentation for the approval of a diverse range of businesses that include underwriting, mutual-fund and variable-insurance distribution, institutional sales and trading, investment banking, alternative trading systems, and securities clearing. We also assist our clients with ongoing SRO membership applications for approval in cases of material changes of business, direct and indirect changes of ownership and control, and material asset sales.
• Sales Practices – We assist clients on establishing and implementing sales practice compliance procedures for purposes of addressing antifraud and suitability regulations, relevant FINRA licensing and qualification requirements, FINRA rules on advertising, product distribution platforms, and the SEC’s Regulation Best Interest.
• Financial Responsibility Regulations – We assist broker-dealer clients in navigating the SEC’s complex net-capital and customer-protection rules that directly affect the financing of their business, including a firm’s permissible deployment of equity net capital.
• Trading and Distribution Platforms – We advise our broker-dealer clients on the regulatory effects of the use of technology to create trading platforms, including potential cross-border implications, as well as negotiate on our clients’ behalf distribution and compensation agreements in connection with securities distribution platforms.
• Purchase and Sale Transactions – We assist our broker-dealer clients with performing diligence and negotiation of agreements in connection with obtaining SRO approvals for acquisitions and sales of securities firms or their business lines.
• Managing Material, Non-Public Information – We assist our broker-dealer clients with establishing and implementing insider trading policies, as required by Section 15(g) of the Securities Exchange Act of 1934, and assist in reviewing of information barriers for compliance with federal securities laws’ requirements to protect material, non-public information from abuse.
• Examinations – We assist broker-dealers through the SEC and SRO examinations process from preparation to responding to regulatory findings.
• Advocacy – We are active advocates for our clients and comment on SEC proposed rulemaking or in shaping guidance on regulatory compliance under the existing broker-dealer regulatory regime. In that respect, we commented on the SEC’s proposal to codify rulemaking that would, if adopted, expand the reach of the dealer regulatory regime.

We draw on more than 25 years of experience advising financial planners, private equity advisers, real estate equity advisers, and alternative asset managers on compliance matters under the Investment Advisers Act of 1940 and state investment adviser laws.

• Investment Adviser Status – We assist clients in determining the extent to which securities investment advice is particularized and subject to registration at the federal or state level or “impersonal” or otherwise exempt from registration. Also recently, we assist our broker-dealer clients on the impacts of MiFID II’s directive on the unbundling of global research and the SEC’s staff’s decision to sunset its no-action position on adviser status issues for broker-dealers that unbundled global research.
• Registration and Ongoing Disclosure – We assist investment adviser clients with registering with the SEC or state securities commissions, including drafting (i) initial disclosures for filing and annual disclosure updates, (ii) Codes of Ethics, and (iii) written supervisory procedures.
• Custody – We assist investment adviser clients with compliance with the SEC’s custody rule.
• Pay-to-Play – We assist investment adviser clients with navigating the Investment Advisers Act’s complex compliance with pay-to-play restrictions.
• Compliance Programs – We assist our investment adviser clients with the development and implementation of compliance programs and annual reviews.
• Managing Material, Non-Public Information – We advise our investment adviser clients with compliance with Section 204A of the Investment Advisers Act and the application and implementation of insider trading policies, including the creation and review of information barriers. We have experience in establishing bespoke procedures in large and complex financial holding and private-equity company structures containing multiple asset managers in diverse public and private investment sectors.
• Investment Adviser Platforms – We assist our asset manager clients with negotiating management and platform agreements.
• Municipal Advisor Status – We advise clients on their potential status as municipal advisors or, if a municipal advisor, their membership with the MSRB and compliance with applicable MSRB rules, including the MSRB’s pay-to-play regulations.

Commercial banks and insurance companies often participate in the securities markets through affiliated broker-dealers and asset managers or by partnering with third-party broker-dealers and investment advisers. We counsel banks and insurance companies on a broad range of their securities activities, such as:

• Regulation R – The application of statutory exclusions from SEC regulation for permissible bank securities activities and bank compliance with Regulation R.
• Information Barriers – Managing sensitive information flow across an enterprise, including establishing, implementing, and reviewing information barriers across bank holding or insurance holding company enterprises.
• Distribution of Variable Insurance Products – The unique intersection of state insurance and federal securities laws in connection with the distribution of variable insurance products.

Small issuers are often underrepresented in their ability to raise capital to finance their business. Our expertise focuses on smaller issuers and extends to private offerings, crowd-funded transactions in compliance with regulations under the JOBS Act, and reliance on a safe harbor enabling associated persons of issuers to engage in active securities sales outside of the federal broker-dealer regulatory regime.

With expertise gained in representing industrial operating companies, research and development companies, or finance subsidiaries, we are well positioned to assist clients with managing their balance sheets to avoid investment company status and the adverse effects of the public filing requirements and voidability of contracts that would apply to inadvertent investment companies.