Broker-Dealer Regulation

Formation, Registration, and Membership: Our attorneys guide clients through broker-dealer formation and registration with the SEC, FINRA, and state securities authorities, including branch office and individual registrations for their associated persons. Our work frequently includes broker-dealer status analysis and cross-border distribution, such as Rule 15a-6 arrangements, finders, issuer exemptions, and M&A broker considerations, as well as change-in-control transactions, approvals, and integration planning. We counsel on complex and evolving market issues, including algorithmic and high-frequency trading, digital assets, application programming interfaces (APIs), artificial intelligence (AI), and other fintech innovations, helping firms launch new products and services within U.S. regulatory frameworks.

Ongoing Regulatory Compliance: Our ongoing counseling focuses on compliance programs that withstand regulatory scrutiny. We assist in the design of scalable governance, written supervisory procedures, and surveillance programs. We advise on program design, rule changes and implementation, leveraging decades of experience and regulatory insight, and we support end-to-end compliance from front-line sales practices, underwriting, and marketing to back-office clearing and financial responsibility controls. Our coverage includes Regulation Best Interest (Reg BI) and Form CRS; marketing and communications; networking arrangements; outsourcing and vendor management; best execution and order handling; margin and securities lending programs; anti-money laundering programs (AML/KYC); books and records; privacy and cybersecurity (Regulation S-P and Regulation S-ID); bulk account transfers; fully disclosed and omnibus clearing arrangements; trade reporting compliance; and net capital and customer protection.

Exams, Enforcement, and Regulatory Advocacy: Working in collaboration with our Securities Enforcement and Regulatory team, we represent clients in examinations, investigations, and enforcement proceedings brought by the SEC, FINRA and other SROs, and state securities regulators. We prepare clients for exams, respond to regulatory inquiries, conduct internal investigations, and counsel on program remediations and enhancements that address root causes and control gaps. We also work proactively with clients to seek interpretive guidance and exemptive relief and to actively participate in rulemaking and legislative processes affecting their businesses.